IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.545 OF 2009 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Section 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of “Nirmiti Investment & Agricultural Private Limited and Vasihno Estates (India) Private Limited with Nirmiti Developers Private Limited and their respective shareholders Vasihno Estates (India) Private Limited, } A Company incorporated under the } Provisions of Companies Act, 1956 having } Its registered office at, Namjoshi Bhavan, 2nd } floor, Lal Bahadur Shashtri Road, Pune -411030 } ....Applicant Company Called for Summons for Direction Coram: A. M. KHANWILKAR J . Date : 2nd May, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant 0.1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 21st April 2009 of Mr. Nitin Puranik, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of Vasihno Estates (India) Private Limited, the Applicant Company, for the 1 purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Amalgamation of Nirmiti Investment & Agricultural Private Limited, and Vasihno Estates (India) Private Limited, the Applicant Company with Nirmiti Developers Private Limited, the Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C9 to the affidavit in support of the Summons for Directions. 2. That the convening and holding the meeting of the Unsecured Creditors of Vasihno Estates (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Amalgamation of Nirmiti Investment & Agricultural Private Limited and Vasihno Estates (India) Private Limited, the Applicant Company with Nirmiti Developers Private Limited, the Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of the averments made in paragraph twenty eight of the affidavit in support of Summons for Directions. Applicant undertakes to give individual notices to all its Unsecured Creditors of the date of hearing of petition. The Undertaking is accepted. 3. There are no Secured Creditors in the Applicant Company as mention in paragraph twenty nine of the affidavit in support of Summons for Directions. Hence the question of convening and holding meeting of the Secured Creditors does not arise. (COMPANY JUDGE) 2 3