IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 442 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 Scheme of Amalgamation of Nagarjuna Staff Betterment Company Private Limited (‘ ‘the Transferor Company’) AND Nagarjuna Corporation Limited (‘the Transferee Company’) AND Their Respective Shareholders Nagarjuna Staff Betterment Company Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at A/612, Dalamal Towers, 211, Nariman Point, Mumbai 400 021. ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. J. Kathawala, J Date: 15th July 2011 Mr.Vaibhav Singh i/b. Hemant Sethi & 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. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th June, 2011 of Mr. K Ravindra, 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 Nagarjuna Staff Betterment Company Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Nagarjuna Staff Betterment Company Private Limited, the Transferor Company and Nagarjuna Corporation Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D1’ and ‘D2’ to the Affidavit in Support for Summons for Direction. 2. That convening and holding the meeting of the sole Preference Shareholder of Nagarjuna Staff Betterment Company Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Nagarjuna Staff Betterment Company Private Limited and Nagarjuna Corporation Limited and their respective shareholders be dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit ‘E’ to the Affidavit dated in Support for Summons for Direction. 3. That there are no Secured Creditors and Unsecured Creditors in Nagarjuna Staff Betterment Company Private Limited, the Applicant Company, as stated in paragraphs 16 and 17 of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding the meetings of Secured & Unsecured Creditors does not arise. (S. J. Kathawala, J.)