IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 443 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 Nagarjuna Staff Betterment Company Private Limited (‘the Transferor Company’) AND Nagarjuna Corporation Limited (‘the Transferee Company’) AND Their Respective Shareholders Nagarjuna Corporation Limited, a company incorporated under the Companies Act, 1956 having its registered office at A/612, Dalamal Towers, 211, Nariman Point, Mumbai 400 021. ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. J. Kathawala, J Date: 15th July 2011 Mr.Vaibhav Singh i/b. Hemant Sethi & Co., Advocates 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. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th June, 2011 of Mr. K S K Pradeep Kumar, Authorized Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Nagarjuna Corporation Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Nagarjuna Staff Betterment Company Private Limited, the Transferor Company and Nagarjuna Corporation Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company, which are annexed herewith as Exhibits ‘H1’ to ‘H7’ to the Affidavit in Support for Summons for Direction. The Applicant Company hereby undertakes to submit the original consent letter from one of the shareholder at the time of filling of petition. The said undertaking is accepted. 2. That the convening and holding the meeting of Preference Shareholders of Nagarjuna Corporation Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Nagarjuna Staff Betterment Company Private Limited, the Transferor Company and Nagarjuna Corporation Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to this Hon'ble High Court to obtain the consent letters from the Preference Shareholders the court filing the petition and to annex the same to the petition. The said undertaking is accepted. 3. That the convening and holding the Meeting of Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation in the Scheme of Amalgamation of Nagarjuna Staff Betterment Company Private Limited, the Transferor Company and Nagarjuna Corporation Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the averments made in paragraph 13 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. to all its Secured Creditors. The Applicant Company also undertakes to publish the same in two newspapers viz;, ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 4. That the convening and holding the meeting of the Unsecured Creditors (including Share Application Money) of the Applicant Company to consider and approve the proposed Scheme of Amalgamation in the Scheme of Amalgamation of Nagarjuna Staff Betterment Company Private Limited, the Transferor Company and Nagarjuna Corporation Limited, the Transferee Company and their respective shareholders is dispensed with in view of the averment made in paragraph 14 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors( including Share Application Money). The Applicant Company also undertakes to publish the notice of hearing of the Petition in two newspaper viz;, ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. J. Kathawala, J.)