1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 583 OF 2011 In the matter of Section 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation Of First Future Air Services Private Limited With B. G Shirke Construction Technology Private Limited And Their Respective Shareholders B. G Shirke Construction Technology Private Limited } A company incorporated under the provisions of } Companies act, 1956 having its Registered office at } 72-76, Industrial Estate, Mundhwa, Pune – 411 036 }….Applicant Called Summons for Direction Coram: S. C. DHARMADHIKARI, J, DATE: 23RD SEPTEMBER 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the Application of the Applicant Company above named 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 13th September, 2011 of Mr. Ajay B Shirke, Director of the Applicant 2 Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of First Future Air Services Private Limited, the Transferor Company with B. G Shirke Construction Technology Private Limited, the Applicant/Transferee Company is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “E1” to “E8” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of First Future Air Services Private Limited, the Transferor Company with B. G Shirke Construction Technology Private Limited, the Applicant/Transferee Company is dispensed with in view of averments made in paragraph fourteen of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue individual notices of hearing of Petition by R.P.A.D. upon all its Secured Creditors and also to publish the said notice in two newspapers, viz; „Indian Express‟ in English Language and 3 „Loksatta‟ in Marathi language both circulated in Pune. The said undertaking is accepted. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of First Future Air Services Private Limited, the Transferor Company with B. G Shirke Construction Technology Private Limited, the Applicant/Transferee Company is dispensed with in view of averments made in paragraph fifteen of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue individual notices of hearing of Petition by R.P.A.D. upon all its Unsecured Creditors having an balance of above Rs 1 lac (one lac only) and also to publish the said notice in two newspapers, viz; „Indian Express‟ in English Language and „Loksatta‟ in Marathi language both circulated in Pune. The said undertaking is accepted. ( S.C. DHARMADHIKARI, J)