1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.239 OF 2011 In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of High HR Center Private Limited With High Places Management Private Limited And their Respective Shareholders High Places Management Private Limited, a Company } Incorporated under the Companies Act, 1956 having its } Registered Office at Eepsit 110/1/A, Balwantpuram, } Paud Road, Pune - 411038 } }……Applicant Company Called for Summons for Direction CORAM: S. J. VAZIFDAR, J. DATE: 15TH APRIL, 2011 Mr. Hemant Sethi i/b.Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed 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 15th day of March, 2011 of Mr. Vasant Limaye, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of High Places Management Private 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 High HR Center Private Limited, the Transferor Company with High Places Management Private Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of consents given by all the 2 Equity shareholders of the Applicant Company, which are annexed as Exhibits “I-1” to “I-9” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the Unsecured Creditors of High Places Management Private 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 High HR Center Private Limited, the Transferor Company with High Places Management Private Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph 24 of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue individual notice of hearing of petition by RPAD to all its Unsecured Creditors and also to publish the notice of hearing of petition in one issue each of a daily newspaper viz „Free Press Journal‟ in English and „Maharashtra Times‟ in the Marathi. The said undertaking is accepted. 3. That convening and holding the meeting of the Secured creditor of High Places Management Private 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 High HR Center Private Limited, the Transferor Company with High Places Management Private Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of consent given by Sole Secured Creditor of the Applicant Company, which is annexed as Exhibit “K” to the Affidavit in support of Company Summons for Direction. (S.J. VAZIFDAR, J)