1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORIDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 529 OF 2011 In the matter of Sections 391 to 394 of Companies Act, 1956 AND In the matter of M/s. Deep Homes & Constructions Private Limited AND In the matter of Scheme of Merger of M/s. Shyam Ahuja Investments Private Limited with M/s. Deep Homes & Constructions Private Limited under section 391 to 394 of the Companies Act, 1956. M/s. Deep Homes & Constructions Pvt. Ltd. ) A Company incorporated under ) provisions of Companies Act, 1956, ) having registered office at, ) Hajuri Road, Off. Eastern Express Highway ) Thane - 400604 ) in the State of Maharashtra., ) .. Applicant Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 2nd September, 2011 Mr. Rahul D. Oak, Advocate 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. Rahul D. Oak for the Applicant Company, AND UPON READING the Affidavit dated 5th day of August, 2011 of Mr. Nikhil R. Gosrani, the Authorised Signatory of the Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 2 1. That convening and holding the meeting of the 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 and Arrangement between M/S. DEEP HOMES & CONSTRUCTIONS PRIVATE LIMITED, the Transferee Company with M/S. SHYAM AHUJA INVESTMENTS PRIVATE LIMITED, the Transferor Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘J-1‘ and ‘J-2‘ to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditors and Sundry Creditors of the Applicant Company, as stated in paragraph 31 and 32 of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors and Sundry Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Loan 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 and Arrangement between M/S. DEEP HOMES & CONSTRUCTIONS PRIVATE LIMITED, the Transferee Company with M/S. SHYAM AHUJA INVESTMENTS PRIVATE LIMITED, the Transferor Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by the Unsecured Loan Creditor of the Applicant Company, which are annexed as Exhibit ‘L‘ to the Affidavit in support of Summons for Directions. The 3 Applicant Company also undertakes to publish the same in two newspapers, viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S.C. Dharmadhikari, J)