IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.295 OF 2010 In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: Adhiraj & Hammer Realty Private Limited With Adhiraj Constructions Private Limited Adhiraj Constuctions Private Limited ) a Company incorporated under the ) Companies Act, 1 of 1956 having its ) registered office at 303, Sharda Chambers, ) New Marine Lines, Mumbai – 400 020 )....… Applicant Called Summons for Direction CORAM : S. J. Kathawalla, J. DATED: 23rd April, 2010 Mr. B. B. Parikh alongwith Ms. G. B. Shah, Advocates for Applicant MINUTES OF ORDER UPON the Application of the Applicant above-named by a Summons for Direction AND UPON hearing Mr. B. B. Parikh, Advocate for the Applicant Company, and upon reading the Affidavit dated 16th April, 2010 of Mr. Saurabh P. Shah, Authorised Signatory of the Applicant Company in Support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:- 1. 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 Adhiraj & Hammer Realty Private Limited, the Transferor Company with Adhiraj Construction Private Limited, the Applicant/Transferee Company is dispensed with, in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “J1” to “J7” to the Affidavit in Support of Summons for Direction. 2. The convening and holding the meeting of Secured Creditor 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 Adhiraj Hammer & Reality Private Limited/ the Transferor Company with Adhiraj 2 Construction Private Limited the Applicant/ Transferee Company is dispensed with in view of the averments made in paragraph 16 of the Affidavit in Support of Summons for Direction. The Applicant undertakes to issue individual notice of hearing of Petition by RPAD to all its Secured Creditors. The undertaking is accepted. 3. 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 Adhiraj Hammer & Reality Private Limited, the Transferor Company with Adhiraj Construction Private Limited, the Applicant/Transferee Company is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits “H1” to “H11” to the Affidavit in Support of Summons for Direction. 4. The convening and holding the meeting of Sundry 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 Adhiraj Hammer & Reality Private Limited, the Transferor Company with Adhiraj Construction Private Limited, the Applicant/Transferee 3 Company is dispensed with in view of the averments made in paragraph 18 of the Affidavit in Support of Summons for Direction. The Applicant undertakes to issue individual notice of hearing of Petition by RPAD to all its Sundry Creditors. The undertaking is accepted. (S.J. Kathawalla, J.) 4