1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 344 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78,100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between Avenue Real Estate Private Limited ( ‘the Transferor Company’) And Mighty Constructions Private Limited (‘the Transferee Company‘) And Their respective Shareholders. MIGHTY CONSTRUCTIONS PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at A-Wing, 6th Floor, Universal Business Park, Chandivali Farm Road, Off Sakivihar Road, Andheri East, Mumbai- 400072. ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 10th June, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co. Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant 2 Company, AND UPON READING the Affidavit dated 6th May, 2011 of Mrs. Roopal Madhani, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the 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 Arrangement between Avenue Real Estate Private Limited, the Transferor Company and Mighty Constructions Private Limited , the Transferee Company and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed herewith as Exhibits ‘H1’ to ‘H11’ to the Affidavit in support of the Summons for Direction. 2. That convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Avenue Real Estate Private Limited, the Transferor Company and Mighty Constructions Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Secured Creditors. The Applicant Company also undertakes to publish the same in two local news papers viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Avenue Real Estate 3 Private Limited and Mighty Constructions Private Limited and their respective shareholders is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of Petition by R.P.A.D. upon all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the Petition in two local news papers viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 4. That in view of the averments made in paragraph 14 of the Affidavit in support of the Summons for Direction stating that cancellation of the Share Capital shall be effected as a part of the proposed Scheme of Arrangement and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution under Sections 78, 100 to 103 of the Companies Act, 1956, in the Extra Ordinary General meeting of its Equity Shareholders before filing the Company Scheme Petition for sanctioning the Scheme. The undertaking is accepted. (S. J. Kathawalla, J.)