IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.791 OF 2009 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: The Scheme of Amalgamation of Satnam Developers and Finance Private Limited a Company incorporated under the Companies Act, 1956 and having its Registered Office at 315, Parekh Market, 39, J.S.S Road, Opera House, Mumbai – 400 004 (hereinafter referred to as “Applicant/the Transferor Company No.1/SDPL”) and Satnam Realtors Private Limited a company incorporated under the Companies Act, 1956 and having its Registered Office at 315, Parekh Market, 39, J.S.S Road, Opera House, Mumbai – 400 004 (hereinafter referred to as “Transferor Company No.2/ SRPL”) with Trent Limited a company incorporated under the Companies Act, 1913 and having its Registered Office at Bombay House, 24, Homi Mody Street, Mumbai 1 400001 (hereinafter referred to as “the Transferee Company/TRENT”) and their respective shareholders; SATNAM DEVELOPERS AND FINANCE PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 315, Parekh Market, 39, J.S.S Road, Opera House, Mumbai 400004. ) ) ) ) ) …………Applicant Company Called for Summons for Direction Coram: S. J. Kahthawalla J. Date: 31st day of July, 2009 Mr. Shailesh H. Shukla i/b M/s. AZB & Partners, for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Shailesh H. Shukla instructed by M/s AZB & Partners, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23rd day of July, 2009 of Mr. P Venkatesalu, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. THAT convening and holding of the meeting of the Equity Shareholders of Satnam Developers and Finance Private Limited, the Applicant / Transferor Company No. 1 to consider, and if thought fit, approve, with or without 2 modifications, the proposed amalgamation of Satnam Developers and Finance Private Limited and Satnam Realtors Private Limited (‘the Transferor Company No. 2’) with Trent Limited (‘the Transferee Company’), is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C5 to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 23 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 convening and holding of the meeting of the Unsecured Creditors of Satnam Developers and Finance Private Limited, the Applicant/Transferor Company No.1 to consider, and if thought fit, approve, with or without modifications, the proposed amalgamation of Satnam Developers and Finance Private Limited and Satnam Realtors Private Limited (‘the Transferor Company No. 2’) with Trent Limited (‘the Transferee Company’), is dispensed with in view of the consents given by the Unsecured Creditors of the Applicant Company, which is annexed as Exhibits D1 & D2 to the Affidavit in support of the Summons for Directions. Company Judge 3