3 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 592 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 Amalgamation of Paradigm Builders Private Limited (the Transferor Company’) with Rustomjee Constructions Private Limited (‘the Transferee Company’) and their respective Shareholders Paradigm Builders Private Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 702, Natraj, MV Road Junction, Andheri (East), Mumbai – 400 069. ) ) ) ) ) )……..Applicant Company Called Summons for Directions Coram: S. C. DHARMADHIKARI J. Date: 30th SEPTEMBER, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th day of September, 2011 of Mr. Devang Mehta, Authorised Signatory of the Applicant Company, in support of Summons for Directions, 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, 3 with or without modification(s), the proposed Scheme of Amalgamation of Paradigm Builders Private Limited, the Applicant/Transferor Company with Rustomjee Constructions Private Limited, the Transferee Company and their respective Shareholders, be dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “C1” and “C2” to the Affidavit in support of Company Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company, as stated in paragraph (16) of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That 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 proposed Scheme of Amalgamation of Paradigm Builders Private Limited, the Applicant/Transferor Company with Rustomjee Constructions Private Limited, the Transferee Company’) and their respective Shareholders be dispensed with in view of the averments made in paragraph (17) of the affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve an individual notice of hearing of Petition by R.P.A.D upon all its Unsecured Creditors and also to publish the same in two local newspapers, viz; ‘Free Press Journal’, in English language and ‘Maharashtra Times’, in Marathi language having circulation in Mumbai. The said undertaking is accepted. ( S.C. DHARMADHIKARI, J.)