1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 755 OF 2011 In the matter of Scheme of Amalgamation Of Titir constructions Private Limited And Labangalata Stockbrokers Private Limited And Kartar Fabrications Private Limited And Neerat Aqua Farms Private Limited And Sadhvi Hotels Private Limited And Anjali shipping Private Limited And Payod Tele-Systems Private Limited And Chakrapani Shipping Private Limited And Tasimo Builders & Developers Private Limited And Sarup Breweries Private Limited And Shorashi Constructions Private Limited And Akshit Aluminium Private Limited And Basistha Impex Private Limited And Dharitri Communications Private Limited And Aboli Mercantile Private Limited And Dwijesh Computers Private Limited And Kanishka Diamonds Private Limited And Chhaya Carpets Private Limited And Dhanesh Gases Private Limited And Sevita Properties Private Limited And Gauri Carriers Private Limited And Marichi Engineering Private Limited And Jowaki Ceramics Private Limited With Daksha Infrastructure Private Limited And Their Respective Shareholders 2 Aboli Mercantile Private Limited , a Company } incorporated Under the provisions of Companies Act, 1956 } having its Registered office at Suma Shilp‟ 93/5A, Erandawane, } Pune 411 004 } ……Applicant Company Called Summons for Directions Coram: S.C. DHARMADHIKARI, J Date: 16th DECEMBER, 2011 Mr. Hemant Sethi, i/b. Hemant Sethi & Co., Advocates for the Petitioner 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 14th day of November, 2011 of Mr. Anant Palande, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the exhibits referred to therein, IT IS ORDERED: 1. That the convening and holding of the meeting of 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 Titir constructions Private Limited, Labangalata Stockbrokers Private Limited, Kartar Fabrications Private Limited, Neerat Aqua Farms Private Limited, Sadhvi Hotels Private Limited, Anjali shipping Private Limited, Payod Tele-Systems Private Limited, Chakrapani Shipping Private Limited, Tasimo Builders & Developers Private Limited, Sarup Breweries Private Limited, Shorashi Constructions Private Limited, Akshit Aluminium Private Limited, Basistha Impex Private Limited, Dharitri Communications Private Limited, Aboli Mercantile Private Limited, Dwijesh Computers Private Limited, Kanishka Diamonds Private Limited, Chhaya Carpets Private Limited, Dhanesh Gases Private Limited, Sevita Properties Private Limited, Gauri Carriers Private Limited, Marichi Engineering Private Limited, Jowaki Ceramics Private Limited, the 3 Transferor Companies With Daksha Infrastructure Private Limited, the Transferee Company is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” to C7” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of the Secured 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 of Titir constructions Private Limited, Labangalata Stockbrokers Private Limited, Kartar Fabrications Private Limited, Neerat Aqua Farms Private Limited, Sadhvi Hotels Private Limited, Anjali shipping Private Limited, Payod Tele-Systems Private Limited, Chakrapani Shipping Private Limited, Tasimo Builders & Developers Private Limited, Sarup Breweries Private Limited, Shorashi Constructions Private Limited, Akshit Aluminium Private Limited, Basistha Impex Private Limited, Dharitri Communications Private Limited, Aboli Mercantile Private Limited, Dwijesh Computers Private Limited, Kanishka Diamonds Private Limited, Chhaya Carpets Private Limited, Dhanesh Gases Private Limited, Sevita Properties Private Limited, Gauri Carriers Private Limited, Marichi Engineering Private Limited, Jowaki Ceramics Private Limited, the Transferor Companies With Daksha Infrastructure Private Limited, the Transferee Company is dispensed with in view of averments made in paragraph thirteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to issue an individual notice of hearing of Petition by R.P.A.D. to all its Secured Creditors and also to publish the notice of hearing of Petition in one issue each of two daily newspapers viz., Sakal Times‟ in English language and „„Prabhat‟ in Marathi language, both circulated in Pune. The said undertaking is accepted. 3. That the convening and holding of the meeting of the 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 of Titir constructions Private Limited, Labangalata Stockbrokers Private Limited, Kartar Fabrications Private Limited, Neerat Aqua Farms Private Limited, Sadhvi Hotels Private Limited, Anjali 4 shipping Private Limited, Payod Tele-Systems Private Limited, Chakrapani Shipping Private Limited, Tasimo Builders & Developers Private Limited, Sarup Breweries Private Limited, Shorashi Constructions Private Limited, Akshit Aluminium Private Limited, Basistha Impex Private Limited, Dharitri Communications Private Limited, Aboli Mercantile Private Limited, Dwijesh Computers Private Limited, Kanishka Diamonds Private Limited, Chhaya Carpets Private Limited, Dhanesh Gases Private Limited, Sevita Properties Private Limited, Gauri Carriers Private Limited, Marichi Engineering Private Limited, Jowaki Ceramics Private Limited, the Transferor Companies With Daksha Infrastructure Private Limited, the Transferee Company is dispensed with in view of averments made in paragraph fourteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to issue an individual notice of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of Petition in one issue each of two daily newspapers viz., Sakal Times‟ in English language and „„Prabhat‟ in Marathi language, both circulated in Pune. The said undertaking is accepted. (S.C. DHARMADHIKARI, J)