IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.562 OF 2011. In the matter of the Companies Act, 1956; AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Between 1. Abhyang Developers Private Limited; 2. Achal Developers Private Limited; 3. Agmesh Developers Private Limited; 4. Ajakshya Developers Private Limited; 5. Ajanu Developers Private Limited; 6. Akhula Developers Private Limited; 7. Amartya Developers Private Limited; 8. Amraprabhu Developers Private Limited; 9. Amrutansh Developers Private Limited; 10. Anahat Developers Private Limited; 11. Anantshree Developers Private Limited; 12. Animish Developers Private Limited; 13. Antarmukh Developers Private Limited; 14. Apramad Developers Private Limited; 1 15. Aprameya Developers Private Limited; 16. Apratirath Developers Private Limited; 17. Asankhya Developers Private Limited; 18. Athang Developers Private Limited; 19. Atmavan Developers Private Limited; 20. Atrushya Developers Private Limited; 21. Avyaja Developers Private Limited; 22. Avyang Developers Private Limited; 23. Avyaya Developers Private Limited (Collectively herein after referred to as the "Transferor Companies”). AND Anuttam Developers Private Limited (“Transferee Company”) AND their respective Shareholders. AKHULA DEVELOPERS PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its registered office at 205, 206, Connaught Place, Bund Garden Road, Pune – 411001, Maharashtra. Called Summons for Direction ) ) ) ) ) ) ) …Applicant Company /Transferor No.6 Company Coram: S. C. Dharmadhikari, J. Date:23rd September, 2011 Mr. Gautam Ankhad i/b M/s. Solomon & Co., Advocate for the Applicant 2 MINUTES OF THE ORDER Upon the Application of the Applicant above named by a Summons for Direction AND upon hearing Mr. Gautam Ankhad i/b M/s. Solomon & Co., Advocate for Applicant, AND upon reading the Affidavit dated 25th July, 2011, of Mr. Yair Kohavi, Authorised Representative of the Applicant Company in support of the 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 between the Transferor Companies and 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 “B” and “C” to the Affidavit in support of Company Summons for Direction. 2) That convening and holding the meeting of the Unsecured Loan 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 the Transferor Companies and the Transferee Company and their respective Shareholders is dispensed with in view of the Consent given by the sole Unsecured Loan Creditor of the Applicant Company which is annexed as Exhibit “D” to the Affidavit in Support of Summons for Direction. 3) That convening and holding the meeting of the other 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 the Transferor 3 4 Companies and the Transferee Company and their respective Shareholders is dispensed with in view of the undertaking given by the Applicant Company in paragraph 17 of the Affidavit in Support of Summons for Direction to serve individual notice of hearing of Petition by R.P.A.D upon all its Unsecured Creditors. The said undertaking is accepted. 4) That there are no Secured Creditors of the Applicant Company, as stated in paragraph 17 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S. C. DHARMADHIKARI, J.)