1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 485 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement of Tridhaatu Estates Private Limited (“the Transferor Company 1”) AND Amerigo Holdings & Investment Private Limited (“the Transferor Company 2”) WITH S. H. Kelkar & Co. Private Limited (“the Transferee Company”) AND their respective Shareholders Tridhaatu Estates Private Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at E-1, Marry Land Apartment, D K Sandu Marg, Sandu Nagar, Chembur, Mumbai, Maharashtra. ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S.J. KATHAWALLA, J Date: 5th AUGUST 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co. Advocates for the Applicant. 2 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company 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 11th day of July, 2011 of Mrs. Deepti Chandratre, Authorised Representative of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and, if thought fit, approve, with or without modification(s), the proposed Composite Scheme of Arrangement of Tridhaatu Estates Private Limited and Amerigo Holdings & Investment Private Limited with S. H. Kelkar & Co. Private Limited, and their respective Shareholders is dispensed with in view of consents given by all the Equity shareholders of the Applicant Company, which are annexed as Exhibits “D1” to “D3” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph eleven of the Affidavit in support of Company Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Composite Scheme 3 of Arrangement of Tridhaatu Estates Private Limited and Amerigo Holdings & Investments Private Limited with S. H. Kelkar & Co. Private Limited, is dispensed with in view of the averments made in paragraph twelve of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also undertakes to publish the notice of hearing of Petition in two daily newspaper, viz „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S.J. KATHAWALLA, J)