1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 511 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Composite Scheme of Amalgamation and Arrangement. of Kaadambari Realty Private Limited (“the First Transferor Company”) and Matangi Property Private Limited (“the Second Transferor Company”) and Trikala Realty Private Limited ( “the Third Transferor Company”) with Pashmina Realty Private Limited (“the Transferee Company”) and their respective shareholders Kaadambari Realty Private Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 3rd Floor, Bengal Chemical Building, 502, Veer Savarkar Marg, Prabhadevi, Mumbai – 400 025. ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S.C. DHARMADHIKARI, J Date: 20th AUGUST 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 2 Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 8TH day of August, 2011 of Mr. Rajesh Turakhia, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of 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 Composite Scheme of Amalgamation and Arrangement of Kaadambari Realty Private Limited and Matangi Property Private Limited and Trikala Realty Private Limited with Pashmina Realty Private Limited and their respective shareholders, is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G1” and “G2” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as mentioned in paragraph sixteen of the Affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding 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 Composite Scheme of Amalgamation and Arrangement of Kaadambari Realty Private Limited and Matangi Property Private Limited and Trikala Realty Private Limited with Pashmina Realty Private Limited and their respective shareholders, is dispensed with in view of the averment made in paragraph seventeen 3 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in in two newspapers, viz; „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language both circulated in Mumbai . 4. That the filing of Company Summons for Direction and Company Scheme Petition by Pashmina Realty Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs eighteen to twenty of the Affidavit in support of Company Summons for Direction. (S.C. DHARMADHIKARI, J)