1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 59 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 Scheme of Amalgamation and Arrangement of Great Design Properties Private Limited (the Transferor Company) with Garware Polyester Limited (the Transferee Company) and their Respective Shareholders And Creditors GREAT DESIGN PROPERTIES PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at O1 & O2 Eden Hall, Dr Annie Besant Road, Worli, Mumbai 400 018. ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S.C. Dharmadhikari, J. Date: 28th January, 2011 2 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocated 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. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st January, 2011 of Mr. B D Doshi Constituted Power of Attorney holder of Mr. Tushar Parikh, Director of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant / Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation and Arrangement of Great Design Properties Private Limited, the Transferor Company with Garware Polyester 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 the Applicant Company, which are 3 annexed as Exhibits C1 and C2 to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors in Great Design Properties Private Limited, the Applicant Company or the Transferor Company, as stated in paragraph 16 of the affidavit in support of the Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant / Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation and Arrangement of Great Design Properties Private Limited, the Transferor Company with Garware Polyester Limited, the Transferee Company and their respective shareholders and creditors, Scheme, is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors. The Applicant Company also 4 undertakes to publish the same in one issue each of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. ( S.C. Dharmadhikari, J.)