1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 275 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation OF Gloryshine Property Developers Private Limited („the Transferor Company‟) WITH Sarthak Industries Limited („the Transferee Company‟) AND their respective shareholders GLORYSHINE PROPERTY DEVELOPERS PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 610, Tulsiani Chambers, Nariman Point, Mumbai 400 021, Maharashtra, India. ) ) ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. J. VAZIFDAR, J Date: 6TH MAY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th April, 2011 of Mr. Surrinder Kumar Sharma, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with 2 or without modification(s), the proposed Scheme of Amalgamation of Gloryshine Property Developers Private Limited, „the Applicant /Transferor Company‟ and Sarthak Industries Limited, „the Transferee Company‟ and their Respective Shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” to “C6 ” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of Secured 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 Gloryshine Property Developers Private Limited, „the Applicant /Transferor Company‟ and Sarthak Industries Limited, „the Transferee Company‟ and their Respective Shareholders is dispensed with in view of averments made in paragraph 16 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to its Sole Secured Creditor. The Applicant Company also undertakes to publish the notice of hearing of the Petition in one issue each of a daily newspaper viz., „Free Press Journal ‟in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 3. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Gloryshine Property Developers Private Limited, „the Applicant /Transferor Company‟ and Sarthak Industries Limited, „the Transferee Company‟ and their Respective Shareholders is dispensed with in view of consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “E1” to “E10 ” to the Affidavit in support of Company Summons for Direction. (S.J. VAZIFDAR, J)