IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 519 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 AGRE DEVELOPERS LIMITED, AND In the matter of the Scheme of Amalgamation between 1) Future Realtors India Private Limited “Transferor Company 1”, And 2) AIGL Holding and Investments Private Limited “Transferor Company 2”, And 3) Prudent Vintrade Private Limited “Transferor Company 3”, with Agre Developers Limited “Transferee Company” and their respective shareholders and creditors. AGRE DEVELOPERS LIMITED, ) a Company incorporated under ) the Companies Act, 1956 and ) having its registered office at ) Knowledge House, Shyam Nagar, ) Off Jogeshwari – Vikhroli Link Road ) Jogeshwari (East), Mumbai – 400 060 ) …Applicant Called Summons for Direction Coram: S.C. Dharmadhikari, J. Date : 25 August, 2011 Mr. Gaurav Joshi i/b M/s. Federal & Rashmikant, Advocates for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Gaurav Joshi, instructed by M/S. FEDERAL & RASHMIKANT, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12th August, 2011 of Mr. Anil Cherian, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of Agre Developers Limited, the Applicant Company, be convened and held at Sunville Banquets 9, Dr. Annie Besant Road, Worli, Mumbai 400 018 on Wednesday, the 28th September, 2011 at 3.00 p.m. or soon after the conclusion of its Annual General Meeting, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between 1) Future Realtors India Private Limited, and 2) AIGL Holdings and Investments Private Limited, and 3) Prudent Vintrade Private Limited and their respective shareholders and creditors with Agre Developers Limited. 2. That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its Advocates, shall be published once each in two newspapers, viz. „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy, shall be sent by courier addressed to each of the Equity Shareholder of the Applicant Company at their respective registered or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notices convening meeting of its Equity Shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73); iv. advertise the Notice convening meeting as per Form No.38 (Rule 74). The undertaking is accepted. 5. That Mr. Anil Baijal, Chairman of the Applicant Company, and failing him, Mr. Sumit Dabriwala, Managing Director of the Applicant Company, shall be the Chairman of the aforesaid Meeting of the Equity Shareholders to be held at Sunville Banquets, 9, Dr. Annie Besant Road, Worli, Mumbai 400 018 on 28th September, 2011 at 3.00 p.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting to issue the advertisement and send out the notices of the Meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 8. That voting by proxy/ authorized representative be permitted, provided that a proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Knowledge House, Shyam Nagar, Off Jogeshwari- Vikhroli Link Road, Jogeshwari (East), Mumbai – 400 060, not later than 48 hours before the aforesaid Meeting. 10. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman of the respective meeting shall determine the value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 11. That the Chairman of the respective meeting to report to this Court, the results of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 12. That there are no Secured Creditors of the Applicant Company as stated in paragraph 33A of the Affidavit in Support of Summons for Directions. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise. 13. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between 1) Future Realtors India Private Limited, and 2) AIGL Holdings and Investments Private Limited, and 3) Prudent Vintrade Private Limited and their respective shareholders and creditors with Agre Developers Limited is dispensed with in view of the averments made in paragraph 33 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to those Unsecured Creditors having an outstanding balance of Rs. 5,00,000/- or more. The Applicant Company also undertakes to publish the notice of hearing of the Petition in one issue of each of two newspapers, viz. „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S.C. DHARMADHIKARI, J.)