IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 76 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 between Shatul Real Estates Private Limited ( formally known as Shatul Investment And Trading Private Limited) and Rizvi Estates & Hotels Private Limited and their Respective Shareholders Shatul Real Estates Private Limited, formally Known } as Shatul Investment And Trading Priavte Limited a Company } Incorporated under the provisions of Companies Act, } 1956 having its registered office at Rizvi House, 1st floor, } Plot No. 34 & 35 T.P.S. 11 Junction of Hill Road & St. Martin } Road, Bandra, Mumbai 400050 } …..Applicant Company CORAM : S.J. KATHAWALLA J DATE: 29th JANUARY2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co. advocates for the Applicant Company, AND UPON READING the Affidavit dated 18th day of January 2010 of Mr. Ganpathy Hegde, Authorised Signatory of the Applicant Company in support of Summons for Directions, IT IS ORDERED THAT : 1. The convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement embodied in the Scheme of Amalgamation between Shatul Real Estates Private Limited, the Applicant/Transferor Company and Rizvi Estates & Hotels Private Limited, the Transferee Company and their Respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits „G1‟ & ‟G2‟ to the affidavit in support of the Summons for Directions. 2. The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if, thought fit approving, with or without modification, the proposed Arrangement embodied in the Scheme of Amalgamation between Shatul Real Estates Private Limited, the Applicant/Transferor Company and Rizvi Estates & Hotels Private Limited, the Transferee Company and their Respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits „H1‟ to ‟H8‟ to the affidavit in support of the Summons for Directions. 3. There are no Secured Creditors in the Applicant Company as mention in paragraph twenty six of the affidavit in support of Summons for Directions . Hence the question of convening and holding meeting of the Secured Creditors does not arise. 4. In view of averments made in paragraph twenty to twenty two of the affidavit in support of Summons for Direction, the Transferee Company is not required to file Company Application and Petition for Sanction of the Scheme of Amalgamation of Shatul Real Estates Private Limited, the Applicant/Transferor Company and Rizvi Estates & Hotels Private Limited, the Transferee Company and their Respective Shareholders (“Scheme”) . (S.J. KATHAWALLA J)