IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1169 OF 2009 Lodg. No.1131/2009 In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Treasure World Construction Private Limited with Treasure World Developers Private Limited Treasure World Constructions Private Limited,a Company Incorporated under the Companies Act, 1956 having its Registered Office at G-16, R.R.Hoiery 1 Building, Shree Laxmi Woolen Mill, Opp.Shakti Mills Compound, Off. Dr.E. Moses Road,Mahalaxmi,Mumbai-400 011. . .... Applicant/Transferor Company Called Summons for Direction Coram: Dr. D. Y. Chandrachud, J Dated: 20th November 2009 Mrs. J. P. Kar i/b AKS Legal Consultants Advocate for the Applicant MINUTES OF THE ORDER Upon the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mrs. J. P. Kar i/b AKS Legal Consultant, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 3rd November, 2009 of Mr. Bimal K. Nanda, Authorised signatory of the Applicant Company, in support of the Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:- 2 1. That convening and holding the meeting of the Equity Shareholders of the Treasure World Construction Private Limited, the Applicant/Transferor Company, to consider and if thought fit, approve,with or without modification, the proposed arrangement embodied in the Scheme of Amalgamation of the Transferor company with Treasure World Developers Private Limited, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company,the originals whereof are annexed to the Company Application No.1168 Of 2009 filed by the Transferee Company , and copies of which are annexed as Exhibit-“G” to “I” to the affidavit in support of this Summons for Directions. 2. That convening and holding the meeting of the Secured Creditors of the Treasure World Construction Private Limited, the Transferor Company, to consider and if ,thought fit, approve, with or without modification, the proposed arrangement embodied in the Scheme of Amalgamation of the Applicant/Transferor company with Treasure World Developers Private Limited, the Transferee Company is dispensed with in view of the consents given by all the Secured Creditors of the Applicant Company, 3 the originals whereof are annexed to the Company Application No.1168 of 2009 filed by the Transferee Company and the copies of which are annexed as Exhibit -“T” & “U” to the affidavit in support of this Summons for Directions. 3. That Convening and holding the meeting of the Unsecured Creditors of the Treasure World Construction Private Limited, the Transferor Company, to consider and if, thought fit, approve ,with or without modification, the proposed arrangement embodied in the Scheme of Amalgamation of the Applicant/Transferor company with Treasure World Developers Private Limited ,the Transferee Company, is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company the originals whereof are annexed to the Company Application No.1168 of 2009 filed by the Transferee Company and copies of which are annexed as Exhibit -“K” to “R” to the affidavit in support of this Summons for Direction. The Applicant Company undertakes to serve individual notice of the date of hearing of the Petition by RPAD to all its unsecured creditors and also to publish the same in 4 Free Press Journal in English and Maharashtra Times in marathi circulated in Mumbai. The said undertaking is accepted. 4. The convening and holding the meeting of the sundry creditors of the Applicant Company is dispensed with in view of the averments made in paragraph 18 of the Affidavit in Support of the Summons for Directions. The applicant undertakes to issue individual notice of date of hearing of the Petition by RPAD to all its sundry creditors as may have been existed at the time of admission of Petition. The said undertaking is accepted. (Dr. D. Y. Chandrachud J.) 5