1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 530 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 and 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Shripal Realty Private Limited (‘the Transferor Company’) with Lodha Developers Limited (‘the Transferee Company’) AND their respective shareholders Shripal Realty Private. Limited. (“SRPL” or the “Transferor Company”) is a company incorporated under the Companies Act, 1956 having its Registered Office at 216, Shah & Nahar Industrial Estate, Dr. E. Moses Road, Worli, Mumbai – 400018, India. ) ) ) ) ) ) )…Applicant Company Called Summons for Direction Coram: S.J. Vazifdar, J. Date: 2nd September 2011 Ms. Alpana Ghone i/b. Kanga & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Ms. Alpana Ghone i/b Messrs Kanga and Company, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 22nd day of July 2011 of Mr. Pinkesh Shah, the Director of the 2 Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:- 1) That convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Shripal Realty Private Limited with Lodha Developers Limited 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 as Exhibits ‘J-1’ to ‘J-7’ to the Affidavit in respect of the Summons for Directions. 2) That convening and holding the meeting of the Preference Shareholders of Shripal Realty Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Shripal Realty Private Limited with Lodha Developers Limited and their respective shareholders is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit ‘K’ to the Affidavit in respect of the Summons for Directions. 3) There are no Secured Creditors of Shripal Realty Private Limited, the Applicant Company, as stated in paragraph 17 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. 4) That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme be dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Directions giving an undertaking to give 3 individual noticies of date of the hearing of Petition by R.P.A.D to all its Unsecured Creditors. The undertaking is accepted. 5) That the filing of a separate Application and Petition by Lodha Developers Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 19, 20 and 21 of the Affidavit in Support of Summons for Directions. (S.J. Vazifdar, J.)