1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.427 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 of Pranami Properties Private Limited („Transferor Company‟) With Mrigakshi Multitrading Private Limited („Transferee Company‟) And their respective Shareholders. PRANAMI PROPERTIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 19-B, Gaodevi Terrace Co-op Housing Society Limited, Ayre Road, Dombivli (E) – 421201, Dist. Thane, Maharashtra. ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction CORAM: S. J.KATHAWALLA, J Date: 8th JULY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi 2 instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 10th June, 2011 of Mr. Francis Miranda, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That 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 of Pranami Properties Private Limited, the Applicant Company with Mrigakshi Multitrading Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits „D1‟ and „D2‟ to the Affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Pranami Properties Private Limited, the Applicant Company with Mrigakshi Multitrading Private Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the consents given by the sole Secured Creditor of the Applicant Company which is annexed as Exhibit “E” to the Affidavit in support of the Summons for Direction. 3 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Pranami Properties Private Limited, the Applicant Company with Mrigakshi Multitrading Private Limited, „the Transferee Company and their Respective Shareholders, is dispensed with in view of the averments made in paragraph 11 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve an individual notice of hearing of Petition by R.P.A.D upon all its Unsecured Creditors and also to publish the same in two local newspapers, viz; „Free Press Journal; , in English language and „Maharashtra Times‟, in Marathi language having circulation in Mumbai. The said undertaking is accepted. (S. J. KATHAWALLA, J)