1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.264 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 100 to 103 and 391 to 394 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) AND Nagarjuna Impex Private Limited (‘the Demerged Company’) AND Paschim Holdings Private Limited (Second Transferor Company) AND Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company AND Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) AND their respective Shareholders and Creditors Paschim Holdings Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office 305, Swasthik Society, Road No. 3 Juhu Scheme, Vile Parle (w), Mumbai 400 049 ) ) ) ) ) ) ……..Applicant Company Called for Summons for Directions Coram: S. J. Vazifdar J . Date : 27th day of February, 2009 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF ORDER 0.0.0.0.0.1 UPON the application of the Applicant Company abovenamed 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 20th day of February , 2009 of Mr. T. V. Dwarkanath, Constituted Attorney of Mr. K Somaraju, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 2 1. That convening and holding the meeting of the Equity Shareholders of Paschim Holdings Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) and Nagarjuna Impex Private Limited (‘the Demerged Company’) and Paschim Holdings Private Limited (Second Transferor Company) and Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) and Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) and their respective Shareholders and Creditors (“Scheme”) is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C8 to the affidavit in support of the Summons for Directions. 2. The convening and holding the meeting of the Class ‘A’ Equity Shareholders of Paschim Holdings Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) and Nagarjuna Impex Private Limited (‘the Demerged Company’) and Paschim Holdings Private Limited (Second Transferor Company) and Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) and Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) and their respective Shareholders and Creditors (“Scheme”) is dispensed with in view of the consent given by the sole Class A Equity Shareholder of the Applicant Company, which is annexed as Exhibits D to the affidavit in support of the Summons for Directions. 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph thirty two of the affidavit dated the 20th day of February , 2009 of Mr. T. V. Dwarkanath, 3 Constituted Power of Attorney Holder of Mr. K Somaraju, Director of the Applicant Company in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 4. That the convening and holding the meeting of the Unsecured Creditors of Paschim Holdings Private Limited, the Applicant Company to consider and approve the proposed arrangement embodied in the Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) and Nagarjuna Impex Private Limited (‘the Demerged Company’) and Paschim Holdings Private Limited (Second Transferor Company) and Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) and Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) and their respective Shareholders and Creditors (“Scheme”) is dispensed with in view of in view of the consent given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits F1 & F2 to the affidavit in support of the Summons for Directions. 5. That in view of the avernments made in paragraph thirty four of the affidavit in support of the summons for directions stating that the Applicant Company had passed the special resolution in the extra ordinary general meeting of the Equity Shareholders and Class ‘A’ Equity Shareholders held on 31st day of March, 2008 such that the paid up Equity Share Capital ( other than Class ‘A’ Equity Shares) shall be cancelled and shall be adjusted against the balance in the profit & loss account as on March 31, 2008 and that such cancellation does not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital, the procedure prescribed under Section 101 of the Companies Act, 1956 is dispensed with for Equity Shareholders and Class’ A’ Equity Shareholders. Sd/- (S. J. VAZIFDAR.J)