1 IN THE HIGH COURT OF JUDICATURTE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 395 OF 2010 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 Scheme of Amalgamation amongst Canopus Builders Private Limited and Himmat Builders Private Limited and Inder Real Estates Developers Private limited and Karmakshetra Builders Private Limited and Kumar Intermediates Private Limited and Prakurti Tissue Cultures Private Limited and Vimal Builders Private Limited and Vishwa Vimal Estates Private Limited and Rashmi Real Estate Developers Private Limited and Kevin Developers Private Limited and Bhawani Peth Properties & Estate Private Limited and Kumar Agro Products Private Limited and their respective members Karmakshetra Builders Private Limited , a company } incorporated under the provisions of Companies } Act, 1956 having its registered office at 102, Krishna } Chambers, 59, New Marine Lines, Mumbai- 400020 }....Applicant Called Summons for Directions Coram: S. J. VAZIFDAR . J. Date: 25th JUNE 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER 2 UPON the application of the Applicant Company above named by a Company 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 6th day of May, 2010 of Mr. Manish Vimalkumar Jain, Authorised Signatory of the Applicant Company, in support of Company Summons for Directions, IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of Karmakshetra Builders 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 Scheme of Amalgamation amongst Canopus Builders Private Limited and Himmat Builders Private Limited and Inder Real Estates Developers Private limited and Karmakshetra Builders Private Limited, the Applicant Company and Kumar Intermediates Private Limited and Prakurti Tissue Cultures Private Limited and Vimal Builders Private Limited and Vishwa Vimal Estates Private Limited and Rashmi Real Estate Developers Private Limited and Kevin Developers Private Limited and Bhawani Peth Properties & Estate Private Limited and Kumar Agro Products Private Limited, the Transferee Company and their respective members is dispensed with in view of the consents given by all the equity shareholders of the Applicant Company which are annexed as Exhibits “C1” & “C2” to the Affidavit in support of the Company Summons for Directions. 2. That convening and holding of the meeting of the Unsecured Creditors of Karmakshetra Builders 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 Scheme of Amalgamation amongst Canopus Builders Private Limited and 3 Himmat Builders Private Limited and Inder Real Estates Developers Private limited and Karmakshetra Builders Private Limited, the Applicant Company and Kumar Intermediates Private Limited and Prakurti Tissue Cultures Private Limited and Vimal Builders Private Limited and Vishwa Vimal Estates Private Limited and Rashmi Real Estate Developers Private Limited and Kevin Developers Private Limited and Bhawani Peth Properties & Estate Private Limited and Kumar Agro Products Private Limited, the Transferee Company and their respective members is dispensed with in view of averments made in paragraph seventy nine of the affidavit in support of Company Summons for Directions. Applicant Company undertakes to give individual notices to all its Unsecured Creditors. The said undertaking is accepted. 3. There are no Secured Creditors in Karmakshetra Builders Private limited, the Applicant Company as mentioned in paragraph eighty of the Affidavit in support of Company Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S.J. VAZIFDAR J )