1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.290 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Lotus Logistics and Developers Private Limited AND In the matter of the Scheme of Amalgamation of – Bhawna Computers Private Limited, and Rowland Trexim Private Limited and Divine Tradecom Private Limited with Lotus Logistics and Developers Private Limited. Lotus Logistics and Developers Private Limited ) Incorporated and registered under ) Companies Act, 1956, having ) its Registered office at ) 419, Laxmi Plaza,Laxmi Industrial ) Estate, New Link Road, Andheri ) (West), Mumbai - 400053 ) … Applicant Called Summons for Direction Coram: S. J. Kathawalla, J Date : 24th June, 2011 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocates for Applicant. 2 MINUTES OF ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocates for Applicant, AND upon reading the Affidavit dated 11th April, 2011 and further Affidavit dated 22nd June, 2011 of Mr. Ashok Kumar Agarwal, Director 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, the proposed Scheme of Amalgamation of Bhawna Computers Private Limited, Rowland Trexim Private Limited and Divine Tradecom Private Limited with Lotus Logistics and Developers Private Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits P-1 to P-13 to the Affidavit in Support of Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Bhawna Computers Private Limited, Rowland Trexim Private Limited and Divine Tradecom Private Limited with Lotus Logistics and Developers Private Limited, is dispensed with in view of the averments made in paragraph 31 of the Affidavit in Support of Summons for Direction. The Applicant undertakes to obtain the consents of both of its Secured Creditors and to annex the same to the Company Scheme Petition or to give individual Notice of hearing of Petition by R.P.A.D. to the 3 Secured Creditors if the Applicant Company is not able to obtain the consents of the said Secured Creditors before filing the said Petition. The said undertaking is accepted. 3. 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, the proposed Scheme of Amalgamation of Bhawna Computers Private Limited, Rowland Trexim Private Limited and Divine Tradecom Private Limited with Lotus Logistics and Developers Private Limited, is dispensed with in view of the consents given by 11 out of 12 Unsecured Loan Creditors of the Applicant Company which are annexed as Exhibits T to T-10 to the Affidavit in Support of Summons for Direction. The Applicant undertakes to obtain the consents of its remaining Unsecured Loan Creditor and to annex the same to the Company Scheme Petition or to give individual Notice of hearing of Petition by R.P.A.D. to the said creditor if the Applicant is not able to obtain its consent before filing the said Petition. The said undertaking is accepted. 4. That convening and holding the meeting of the Unsecured Sundry Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Bhawna Computers Private Limited, Rowland Trexim Private Limited and Divine Tradecom Private Limited with Lotus Logistics and Developers Private Limited, is dispensed with in view of the consents given by 9 out of 20 Unsecured Creditors of the Applicant Company which are annexed as Exhibits X to X-8 to the Affidavit in Support of Summons for Direction. The Applicant undertakes to obtain the consents of its remaining Unsecured Sundry Creditors and to annex the same to the 4 Company Scheme Petition or to give individual Notice of hearing of Petition by R.P.A.D. to the said Unsecured Sundry Creditors if the Applicant Company is not able to obtain the consents of the said Unsecured Sundry Creditors before filing the said Petition. The said undertaking is accepted. 5. That convening and holding the meeting of the Customers of the Applicant Company from whom the Applicant Company has received Advances, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Bhawna Computers Private Limited and Rowland Trexim Private Limited and Divine Tradecom Private Limited with Lotus Logistics and Developers Private Limited is dispensed with in view of the consents given by 68 out of 118 advances received from the customers of the Applicant Company which are annexed as Exhibits C to C-66 to the Additional Affidavit in support of Summons for Direction. The Applicant undertakes to obtain the consents of its remaining customers and to annex the same to the Company Scheme Petition or to give individual Notice of hearing of Petition by R.P.A.D. to its remaining customers if the Applicant Company is not able to obtain the consents of the said customers before filing the said Petition. The said undertaking is accepted 6. That convening and holding the meeting of one of the creditors of the Applicant Company as mentioned in paragraph 36 of the Affidavit in Support of Summons for Direction, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Bhawna Computers Private Limited and Rowland Trexim Private Limited and Divine Tradecom Private Limited with Lotus Logistics and Developers Private Limited is dispensed 5 with in view of the averments made in paragraph 36 of the Affidavit in Support of Summons for Direction. The Applicant undertakes to obtain his consent before filing the Company Scheme Petition or to give an individual Notice of hearing of Petition by R.P.A.D. to the said Creditor if the Applicant is not able to obtain his consent before filing the Petition. The said undertaking is accepted. (S. J. Kathawalla, J).