IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 413 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation Between Joanash Marketing Private Limited And Pragati Civil Solutions Private Limited And Their respective members Joanash Marketing Private Limited, A Company incorporated under the provisions of Companies Act, 1956 having its Registered office At A-402, Hinal Heritage, Patel wadi, S. V. P. Road, Borivali (West), Mumbai 400092 ) ) ) ) ) …Applicant Company Called Summons for Direction: CORAM : S. J. Kathawalla, J Dated : 8th July, 2011 Mr. Sagar R. Madan, Advocate for Applicant MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons of Direction AND UPON HEARING Mr. Sagar R. Madan, Advocate for Applicant AND UPON READING the Affidavit dated 27th April, 2011 along with further affidavit dated 10th June 2011 of Prakash K. Pandya, Constituted Attorney of the Applicant Company in support of the Summons of Direction, and the Exhibits therein referred to, IT IS ORDERED THAT:- 2 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 between Joanash Marketing Private Limited and Pragati Civil Solutions Private Limited is dispensed in view of the consents given in writing by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘H-1’ and ‘H-2’ to the Affidavit in Support of Summons for Direction. 2) There are no Secured Creditors of the Applicant Company, as stated in paragraph (28) of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding meeting of Secured Creditors does not arise. 3) There are no Unsecured Creditors of the Applicant Company, as stated in paragraph (22) of the Affidavit in support of the Summons for Directions. Hence the question of convening and holding meeting of Unsecured Creditors does not arise. 4) The convening and holding the meeting of Trade 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 between Joanash Marketing Private Limited and Pragati Civil Solutions Private Limited, is dispensed in view of consent given by the sole Trade Creditor, which is annexed as Exhibit “I” to the Affidavit in Support of Summons for Direction. 3 5) The filing of separate Application and Petition by Pragati Civil Solutions Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 2 to 7 of the further Affidavit date 10th June, 2011 in Support of Summons for Directions. (S. J. Kathawalla, J)