1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION No. 264 OF 2010 In the matter of: The Companies Act, 1956 And In the matter of: Sections 391 to 394 of the Companies Act, 1956 And In the matter of: Fourth Land Developers Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004, Maharashtra And In the matter of: The scheme of Amalgamation of Fourth Land Developers Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004, Maharashtra (“Applicant Company” or “Transferor Company No. 1”); Ninth Estate and Properties Private Limited, a company incorporated under the provisions of the Companies Act, 1956 2 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004, Maharashtra (“Transferor Company No. 2”); Fifth Properties Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004, Maharashtra (“Transferor Company No. 3”); Waste Re-energy Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004, Maharashtra (“Transferor Company No. 4”); and ABG International Private Limited a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004, Maharashtra (“Transferee Company”) and their respective members and creditors. Fourth Land Developers Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004, Maharashtra ) ) ) ) ) ) ) …. Applicant Company 3 CALLED SUMMONS FOR DIRECTIONS Coram: - S.J. Kathawalla, J. Dated: - 16th April, 2010 Nandish Vyas with Sayantan Banerjee i/b AZB & Partners for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. Nandish Vyas instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th day of March, 2010 of Mr. Dheeraj Sharma, the Authorised Signatory of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Fourth Land Developers Private Limited, the Applicant Company; Ninth Estate and Properties Private Limited, Transferor Company No.2; Fifth Properties Private Limited, Transferor Company No.3; and Waste Re-energy Private Limited, Transferor Company No.4 with ABG International Private Limited, the Transferee Company, is dispensed in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits B-1 and B- 2 to the Affidavit in Support of the Summons for Direction. 2. There are no Secured Creditors and Unsecured Creditors of the Applicant Company as mentioned in paragraphs 42 and 43 of the Affidavit in Support 4 of the Summons for Direction. Hence, the question of convening and holding meeting of Secured and Unsecured Creditors does not arise. 3. Certified copy expedited. (S.J. Kathawalla, J.)