IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 24 OF 2010 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 Challa Constructions Private Limited (‘the Transferor Company’) with Nagarjuna Management Services Private Limited (‘the Transferee Company’) and their respective shareholders NAGARJUNA MANAGEMENT SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at A/612, Dalamal Towers, 211, Nariman Point, Mumbai 400 021. ) ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S.J KATHAWALLA J. Date:15th day of January 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 16th day of December, 2009 and further affidavit dated 14th January 2010 of Mr. T.V. Dwarakanath, Constituted Power of Attorney Holder of Mr. K. Ravindra, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Class A Equity Shareholders of Nagarjuna Management Services Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Challa Constructions Private Limited with Nagarjuna Management Services Private Limited and their respective shareholders is dispensed with in view of the consent given by all the Class A Equity Shareholders of the Applicant Company, which is annexed as Exhibit H & H1 to the affidavit in support of Summons for Directions. 2) That convening and holding the meeting of the Preference Shareholders of Nagarjuna Management Services Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Challa Constructions Private Limited with Nagarjuna Management Services Private Limited and their respective shareholders is dispensed with in view of the consent given by all the Preference Shareholders of the Applicant Company, which is annexed as Exhibit J & J1 to the affidavit in support of Summons for Directions. 3) That convening and holding of the meeting of the Secured Creditors of Nagarjuna Management Services Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Challa Constructions Private Limited with Nagarjuna Management Services Private Limited and their respective shareholders is dispensed with in view of the averment made in para 17 of the affidavit in support of Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition individually by R.P.A.D., to its sole Secured Creditor and to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated at Mumbai. The undertaking is accepted. 4) That convening and holding of the meeting of the Unsecured Creditors of Nagarjuna Management Services Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Challa Constructions Private Limited with Nagarjuna Management Services Private Limited and their respective shareholders is dispensed with in view of the averment made in para 18 of the affidavit in support of Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition individually by R.P.A.D., to all its Unsecured Creditors and to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated at Mumbai. The undertaking is accepted. (S.J KATHAWALLA. J )