IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 480 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956 AND IN THE MATTER of GLORIBIRD PROPERTIES PRIVATE LIMITED AND IN THE MATTER of the Scheme of Amalgamation of GLORIBIRD PROPERTIES PRIVATE LIMITED with AIMBITIOUS PROPERTIES PRIVATE LIMITED GLORIBIRD PROPERTIES PRIVATE LIMITED ) a Company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at ) 301/314, Samartha Vaibhav, Off New Link ) Road, Andheri (W) ) Mumbai 400 053 )... Applicant Called Summons for Direction Coram: S. J. Vazifdar, J Date: 9th July, 2010 Mr. Yogesh Adhia, Advocate for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Yogesh Adhia, Advocate for Applicant Company, AND UPON READING the Affidavit dated 30th June 2010 of Mr. Karansingh K. Arora, the Director of the Applicant Company, in support of Summons for Direction, IT IS ORDERED:- -2- 1. That the convening and holding the meeting of the Equity Shares holders of the Applicant Company, for the purpose of considering and, if thought fit approving, the Scheme of Amalgamation of, the Transferor Company, namely GLORIBIRD PROPERTIES PRIVATE LIMITED with the Transferee Company, namely AIMBITIOUS PROPERTIES PRIVATE LIMITED, is dispensed with, as all the Equity Shareholders of the Applicant have given their consents in writing to the Scheme, which are annexed as Exhibits "J-1" to “J-3” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 18 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise. 3. That a meeting of the unsecured creditors of the Applicant abovenamed for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of the Transferor Company, namely GLORIBIRD PROPERTIES PRIVATE LIMITED with the Transferee Company, namely AIMBITIOUS PROPERTIES PRIVATE LIMITED, is dispensed with in view of the averments made in paragraph 19 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to obtain consents in writing of its Unsecured Creditors representing not less than 75% in number and 50 % in value before -3- filing of the Petition for obtaining sanction to the Scheme and to issue individual notices of date of hearing of the Petition by R.P.A.D. to its remaining Unsecured Creditors. The undertaking is accepted. 4. In view of the Judgment passed by this Court in Mahaamba Investments Limited vs. IDI Limited (105 Co. Cases 16), and in view of averments made in paragraph 22 of the Affidavit in support of the Summons for Direction, the filing of separate proceedings under Section 391 to 394 of the Companies Act, 1956, by the Transferee Company is not necessary and the same is dispensed with. (S. J. Vazifdar, J.)