1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 146 OF 2011 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of Bhairav Overseas Private Limited and Goldmine Financial Services Private Limited and S. R. B. Agricultural Private Limited (Transferor Companies) with Bhairaav Housing Corporation Private Limited (Transferee Company). Bhairaav Housing Corporation Private Limited, a Company } Incorporated under the provisions of Companies } Act, 1956 having its Registered office at Bhairaav } House, Muthaliya Residency, 2/126, Western India } Mills Compound, Dattaram Lad Marg, Kalachowky, } Mumbai 400033. }…..Applicant Called for Summons for Direction Coram: S. C. DHARMADHIKARI, J. Date: 25th FEBRUARY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st day of February, 2011 of Mr. Viivek M Jain, Director of the Applicant Company, in support of Company Summons for Direction and Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Bhairaav Housing Corporation Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without 2 modification(s), the Scheme of Amalgamation of Bhairav Overseas Private Limited and Goldmine Financial Services Private Limited and S. R. B. Agricultural Private Limited, the Transferor Companies with Bhairaav Housing Corporation Private Limited, the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “K1” to “K14” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the Share Warrant holders of Bhairaav Housing Corporation Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Bhairav Overseas Private Limited and Goldmine Financial Services Private Limited and S. R. B. Agricultural Private Limited, the Transferor Companies with Bhairaav Housing Corporation Private Limited, the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of consents given by all the Share Warrant holders of the Applicant Company, which are annexed as Exhibits “L1” to “L10” to the Affidavit in support of Company Summons for Direction. 3. That convening and holding the meeting of 2% Optionally convertible Redeemable Preference Shareholders of Bhairaav Housing Corporation Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Bhairav Overseas Private Limited and Goldmine Financial Services Private Limited and S. R. B. Agricultural Private Limited, the Transferor Companies with Bhairaav Housing Corporation Private Limited, the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of consents given by all 2% 3 Optionally convertible Redeemable Preference Shareholders of the Applicant Company, which are annexed as Exhibits “M1” to “M10” to the Affidavit in support of Company Summons for Direction. 4. There are no Secured & Unsecured Creditors in Bhairaav Housing Corporation Private Limited, the Applicant Company, as stated in paragraph 33 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meetings of the Secured and Unsecured Creditors does not arise. (S.C. DHARMADHIKARI, J)