1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.268 OF 2010 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: ABG International Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004 And In the matter of: The Scheme of Amalgamation of Fourth Land Developers Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004 (“Transferor Company No.1”); Ninth Estate and Properties Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004 (“Transferor 2 Company No. 2”); Fifth Properties Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004 (“Transferor Company No.3”); Waste Re-energy Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004 (“Transferor Company No. 4”) with ABG International Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004 (“Transferee Company”) and their respective members and creditors. ABG International Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 5th Floor, Bhupati Chambers, 13, Mathew Road, Mumbai – 400 004 ) ) ) ) ) ) ) …. Applicant Company 3 CALLED SUMMONS FOR DIRECTIONS Coram: - S.J. Kathawalla, J. Dated: - 16th April, 2010 Nandish Vyas with Sayantan Banerjee i/b AZB & Partners for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. Nandish Vyas instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th day of March, 2010 of Mr. Dheeraj Sharma, the authorised signatory of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED: 1. That 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 ABG International Private Limited, the Applicant Company and Fourth Land Developers Private Limited, the Transferor Company No.1; Ninth Estate and Properties Private Limited, the Transferor Company No.2; Fifth Properties Private Limited, the Transferor Company No.3; and Waste Re-energy Private Limited, the Transferor Company No.4; is dispensed in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits N and N-1 to the Affidavit in Support of the Summons for Direction. 2. That convening and holding the meeting of Preference 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 ABG International Private Limited, the Applicant 4 Company and Fourth Land Developers Private Limited, the Transferor Company No.1; Ninth Estate and Properties Private Limited, the Transferor Company No.2; Fifth Properties Private Limited, the Transferor Company No.3; and Waste Re-energy Private Limited, the Transferor Company No.4; is dispensed in view of the consents given by all the Preference Shareholders of the Applicant Company which are annexed as Exhibit O to the Affidavit in Support of the Summons for Direction. 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph no. 42 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding meeting of Secured Creditors does not arise. 4. 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, is dispensed in view of the consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits P1 and P2 to the Affidavit in Support of the Summons for Direction. 5. Certified copy expedited. (S.J. Kathawalla, J.)