1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.669 OF 2009 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 Arrangement between Saawariyaa Properties Private Limited (‘Demerged Company’) And You and Me Trading Private Limited (Resulting Company’) And their respective Shareholders. SAAWARIYAA PROPERTIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 305, Swasthik Society, Road No. 3, Juhu Scheme, Vile Parle (w), Mumbai 400 049 ) ) ) ) ) ) ) ..Applicant Company Called for Summons for Directions Coram: A. M. Khanwilkar J Date : 19th day of June, 2009 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant Company 2 MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a 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 11th day of June, 2009 of Mr. T.V. Dwarkanath, Constituted Power of Attorney Holder of Mr. K. Suri Babu, the Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of SAAWARIYAA PROPERTIES 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 Arrangement between Saawariyaa Properties Private Limited, Demerged Company and You and Me Trading Private Limited, Resulting Company and their respective Shareholders is dispensed with in view of 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 Summons for Directions. 3 2. That convening and holding the meeting of the Preference Shareholder of SAAWARIYAA PROPERTIES 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 Arrangement between Saawariyaa Properties Private Limited, Demerged Company and You and Me Trading Private Limited, Resulting Company and their respective Shareholders is dispensed with in view of consent given by Sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit-D to the affidavit in support of the Summons for Directions. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the proposed Scheme of Arrangement between Saawariyaa Properties Private Limited, Demerged Company and You and Me Trading Private Limited, Resulting Company and their respective Shareholders is dispensed with in view of averment made in paragraph seventeen of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the 4 petition by R.P.A.D. to all Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. 4. There are no Secured Creditors in the Applicant Company as mention in paragraph seventeen of the affidavit in support of Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. COMPANY JUDGE