1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 304 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 Composite Scheme of Arrangement and Amalgamation BETWEEN Aamby Valley Limited („the Demerged / Transferee Company‟) AND Aamby Valley City Developer Limited („the First Resulting Company‟) AND AVL Villas Limited („the Second Resulting Company) AND AVL Canal Limited („the Third Resulting Company) AND AVL Royal Apartments Limited („the Fourth Resulting Company AND Aamby Valley Green Golf Limited („the Fifth Resulting Company‟) AND Aamby Valley Airport Project Limited („the Sixth Resulting Company‟) AND Aamby Valley Global Sports Limited („the Seventh Resulting Company‟) AND Aamby Valley Mega Retails Limited („the Eighth Resulting Company‟) AND Aamby Entertainment Services Limited („the Applicant / Ninth Resulting Company‟) AND AVL Hotels and Resorts Limited („the Tenth Resulting Company‟) AND AVL Land Holdings Company Limited („the Eleventh Resulting Company‟) AND Aamby Valley “V” Ventures Private Limited („the Transferor Company‟) AND their respective Shareholders and Creditors Aamby Entertainment Services Limited, a company incorporated under the provisions of the ) ) 2 Companies Act, 1956 and having its registered office at Hotel Sahara Star, Opposite Domestic Airport, Vile Parle East, Mumbai – 400 099. ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. J. KATHAWALLA, J. Date: 10th JUNE, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company above named 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 25th March, 2011 of Mr. Tejpreet Randhawa, Authorised Representative of 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 the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement and Amalgamation between Aamby Valley Limited, the Demerged / Transferee Company, Aamby Valley City Developer Limited, the First Resulting Company, AVL Villas Limited, the Second Resulting Company, AVL Canal Limited, the Third Resulting Company, AVL Royal Apartments Limited, the Fourth Resulting Company, Aamby Valley Green Golf Limited, the Fifth Resulting Company, Aamby Valley Airport Project Limited, the Sixth Resulting Company, Aamby Valley Global Sports Limited, the Seventh Resulting Company, Aamby Valley Mega Retails Limited, the Eighth Resulting Company, Aamby Valley Entertainment Services Limited, the Applicant / Ninth Resulting Company, AVL Hotels and Resorts Limited, the Tenth Resulting Company, AVL Land Holdings Company Limited, the Eleventh Resulting Company, Aamby Valley “V” Ventures 3 Private Limited, the Transferor Company and their respective Shareholders and Creditors, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘F1’ to ‘F7’ to the Affidavit in support of Company Summons for Direction. 2. There are no Secured and Unsecured Creditors in the Applicant Company, as stated in paragraphs 71 and 72 of the Affidavit in support of Company Summons for Directions, hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. (S. J. KATHAWALLA, J.)