IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 554 OF 2011 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, AIGL Holding and Investments Private Limited And In the matter of the Scheme of Amalgamation between 1) Future Realtors India Private Limited (“Transferor Company 1”), and 2) AIGL Holding and Investments Private Limited (“Transferor Company 2”), and 3) Prudent Vintrade Private Limited (“Transferor Company 3”) with Agre Developers Limited (“Transferee Company”) and their respective shareholders and creditors. AIGL Holding and Investments Private Limited ) a Company incorporated under ) the Companies Act, 1956 and having ) its registered office C-72, Mittal Towers, ) C Wing, Nariman Point, ) Mumbai - 400021. ) …Applicant 2 Called Summons for Directions Coram: S.C. Dharmadhikari, J. Dated : 16th September, 2011 Mr. Gaurav Joshi i/b M/s. Federal & Rashmikant, Advocates for the Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions and UPON HEARING Mr. Gaurav Joshi instructed by M/s. Federal & Rashmikant, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12th August, 2011 of Mr. Ajay Macwan, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED THAT: (1) The convening and holding the meeting of the 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 Future Realtors India Private Limited, the “Transferor Company 1”, AIGL Holding and Investments Private Limited, the “Transferor Company 2”, and Prudent Vintrade Private Limited, the “Transferor Company 3” with Agre Developers Limited, the “Transferee Company” and their respective shareholders and creditors is dispensed with in view of the consents given by both the Equity Shareholders of 3 the Applicant Company which are annexed as Exhibits “P” and “P-1” to the Affidavit in support of Summons for Direction. (2) There are no Secured Creditors of the Applicant Company as stated in paragraph No. 32 A of the Affidavit in support of Summons for Direction, hence the question of convening and holding the meeting of Secured Creditors does not arise. (3) The convening and holding the meeting of the Unsecured 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 between Future Realtors India Private Limited, the “Transferor Company 1”, and AIGL Holding and Investments Private Limited, the “Transferor Company 2”, and Prudent Vintrade Private Limited, the “Transferor Company 3” with Agre Developers Limited, the “Transferee Company” and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph No. 33 of the Affidavit in support of Summons for Direction. The Applicant undertakes to issue an individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in two newspapers viz. Free Press Journal in English Language and Maharashtra Times in Marathi language. The undertaking is accepted. (S.C. DHARMADHIKARI, J.)