1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.825 OF 2011 In the matter of the Companies Act, 1956 And In the matter of Section 391 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of – Chhaganlal Khimji and Company Private Limited And Marathon Realty Private Limited Chhaganlal Khimji & Company Private Limited ) A company incorporated under the ) Indian Companies Act, 1956 and having its ) Registered office at 702, Marathon Max, ) Junction of Mulund – Goregaon Link Road, ) Mulund West, Mumbai – 400 080 ) …Applicant Called Summons for Direction CORAM : S.C. Dharmadhikari J. DATED : 23rd December 2011 Mr. Amit Kanani i/b M/s. Hariani & Co., Advocate for the Applicant 2 MINUTES OF ORDER UPON the application of the above-named company by a Summons for Direction AND UPON hearing Mr. AmitKanani i/b M/s. Hariani & Co., Advocate for the Applicants AND UPON reading the Affidavit dated 9th December 2011 of Mr.S. Ramamurthi, 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 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 Chhaganlal Khimji and Company Private Limited and Marathon Realty Private Limited is dispensed in view of the consents given by all of the Equity Shareholders of the Applicant Company which are annexed as Exhibits “B” to “I” to the Affidavit in Support of Summons for Direction. 2. That a meeting of the Secured Creditors of the Applicant Company shall be convened and held at Marathon FutureX, N. M. Joshi Marg, Lower Parel West, Mumbai 400 013 on Friday, the 17th day of February 2012 at 12..30 p.m., for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation between 3 Chhaganlal Khimji and Company Private Limited and Marathon Realty Private Limited. 3. That a separate meeting of Unsecured Creditors, of the Applicant Company shall be convened and held at Marathon FutureX, N. M. Joshi Marg, Lower Parel West, Mumbai 400 013 on Friday, the 17th day of February 2012 at1.30p.m., for the purpose of considering, and if thought fit, approving, with or without modifications, the said proposed Scheme of Amalgamation between ChhaganlalKhimjiand Company Private Limitedand Marathon Realty Private Limited. 4. That at least 21 clear days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said proposed Scheme of Amalgamation and of the statement required to be furnished pursuant to Section 393 and forms of proxy can be obtained free of charge at the Registered Office of the Applicant Company or at the office of the Advocate, be inserted once in each of the two local newspapers viz., “The Free Press Journal” in English language and “Maharashtra Times” in Marathi language, both having circulation in Mumbai. 4 5. That, in addition, at least 21 clear days before the meetings to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the said proposed Scheme of Amalgamation, a copy of the statement required to be sent under Section 393, and the prescribed form of proxy, shall be sent by courier addressed to each of Secured and Unsecured Creditors at their respective registered or last known addresses. 6. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to : (a) issue Notice convening the meetings of the Secured Creditors and Unsecured Creditors as per Form No. 36 (Rule 73) (b) Issue Form of Proxy as per Form No. 37 (Rule 73) (c) Advertise the Notice convening meetings as per Form No. 38 (Rule 74) (d) Issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956 ; The undertaking is accepted. 5 7. That Shri S. Ramamurthi, Director of the Applicant Company, failing him, Shri Chetan R Shah, Director of the Applicant Company, and failing him Mr. Nilesh Dand, Authorised Signatory, shall be the Chairman of both the meetings to be held on 17th February 2012. as aforesaid. 8. That the Chairman appointed for the meetings will issue the advertisement and send out the notices of the meetings 9. That the quorum for the said meeting of the Secured Creditors shall be 2 (Two) Secured Creditors present in person or by proxy through authorized representative. 10. That the quorum for the said meeting of the Unsecured Creditors shall be 5 (Five) Unsecured Creditors present in person or by proxy through authorized representative. 11. That voting by proxy / authorized representative be permitted, provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 6 12. That the value of each creditor shall be in accordance with books of the Applicant Company, and, where the entries in the books are disputed, the Chairman of the meetings shall determine the value for purposes of the meetings. 13. And it is further ordered that the Chairman of the meetings do report to this Court the result of both the said meetings within 21 days of the conclusion of the meetings and the said report shall be verified by his affidavit. (S. C. Dharmadhikari, J.)