1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1394 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation between Cambridge Realtors Private Limited And Columbia Realtors Private Limited And Imperial Realtors Private Limited with Cresent Realtors Private Limited Imperial Realtors Private Limited, a Company incorporated under the Provisions of Companies Act, 1956 having its Registered Office at “Nirmal”, 21st Floor, Nariman Point, Mumbai 400021. … Applicant Company Called Summons for Direction CORAM:- S. A. BOBDE J. DATED :- September 26, 2008 2 Ms. N. S. Nappinai for Applicant Company MINUTES OF ORDER IT IS ORDERED THAT: 1. The convening and holding 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 between Cambridge Realtors Private Limited and Columbia Realtors Private Limited and Imperial Realtors Private Limited, the Transferor Companies and Cresent Realtors Private Limited, is dispensed in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “N” to the Affidavit dated 16th September 2008 of Mr. Iqbal Abdul Kader Fazlani, Director of the Applicant Company in Support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph No.37 of the Affidavit dated 16th September 2008 of Mr. Iqbal Abdul Kader Fazlani, Director of the Applicant Company in Support of Summons for Direction; hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. The convening and holding the meeting of 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 Arrangement / Amalgamation between Cambridge Realtors Private Limited and Columbia Realtors Private Limited and Imperial Realtors Private Limited, 3 the Transferor Companies and Cresent Realtors Private Limited is dispensed in view of the consents given by all Unsecured Creditors which are annexed as Exhibit “O” to the Affidavit dated 16th September 2008 of Mr. Iqbal Abdul Kader Fazlani in Support of Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in one issue each of a daily newspaper in the English language and a daily newspaper in the regional language circulating in the State. The undertaking is accepted. 4. In view of the averments made in paragraph No.39 of the Affidavit in Support of Summons for Direction the filling of separate Application / Petition under section 391 to 394 of the Companies Act, 1956 by the Transferee Company is dispensed with. COMPANY JUDGE