1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 389 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Glorious Realty Private Limited(first Amalgamating Company) AND Gravity Realty Private Limited(Second Amalgamating Company ) AND Vastumangal Realty Private Limited(third Amalgamating Company ) AND Sawrajya Realty Private Limited, (Fourth Amalgamating Company) AND Naman Estates Private Limited(fifth Amalgamating Company) WITH Prudential Management & Services Private Limited(Amalgamated Company) AND Their Respective Shareholders Gravity Realty Private Limited , } a Company Incorporated under the provisions of Companies } Act, 1956 having its registered Office at Mahindra } Towers, Dr. G.M Bhosale Marg, P.K Kurne Chowk, } Worli, Mumbai 400018 } ….Applicant Company Called Summons for Direction Coram: S. J. KATHAWALLA J DATE: 1st JULY 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by 2 Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 27th May, 2011 of Mr. Mario Anthony Nazareth, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That 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 of Glorious Realty Private Limited, Gravity Realty Private Limited, Vastumangal Realty Private Limited, Sawrajya Realty Private Limited, Naman Estates Private Limited with Prudential Management & Services Private Limited , is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “D1” to “D5” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph twelve of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That 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 Amalgamation of Glorious Realty Private Limited and Gravity Realty Private Limited, Vastumangal Realty Private Limited and Sawrajya Realty Private Limited, Naman Estates Private Limited with Prudential Management & Services Private Limited, is dispensed with in view of averments made in paragraph thirteen of the Affidavit in support of Company Summons for Direction inter alia, stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under 3 Section 391(1)(b) and not in accordance the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no compromise and/or arrangement with the Creditors as no sacrifice is called for and that the rights of the Unsecured Creditors will not be affected adversely with the proposed Scheme, as post Amalgamation, the assets of the Transferee will be far in excess of the liabilities and sufficient to discharge the liabilities. The Applicant Company has also given an undertaking to serve an individual notice of the hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of the Petition in local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. (S.J. KATHAWALLA, J)