1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 681 OF 2011 In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 (Act 1 of 1956); And In the matter of Scheme of Amalgamation of A.G. Infraconstruction Private Limited With Royal Netra Constructions Private Limited and their respective shareholders and creditors. A.G. Infraconstruction Private Limited, a company ) incorporated under the Companies Act 1956 ) having its registered office at 808, Krushal Commercial ) Complex, Above Shoppers Stop, G. M. Road, Chembur ) (W), Mumbai – 400 089 ) ....Applicant Called Summons for Direction - CORAM: S.C. Dharmadhikari J. DATE : 18th November 2011 Ms. Saeeda Bandukwala, i/by J. Sagar Associates, Advocates for the Applicant. 2 MINUTES OF THE ORDER Upon the application of the abovementioned Company by a Summons for Direction and UPON HEARING Ms. Saeeda Bandukwala instructed by M/s. J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit dated 21st October 2011 of Mr. Satish Agarwal, the Director of the Applicant Company in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if through fit, approving with or without modification, the proposed Scheme of Amalgamation of A.G. Infraconstruction Private Limited with Royal Netra Constructions Private Limited is dispensed with, in view of the letter of consent given by the Equity Shareholders of the Applicant, which is annexed as Exhibit ‘H’ to the Affidavit in support of the Company Summons for Direction. 2. There are no Secured as well as Un-Secured Creditors of the Applicant, except the Creditors in the nature of nominal Unsecured Creditors consisting of audit fees and the same will be paid by the Applicant Company during the course of business, as stated in paragraph 10 of the 3 Affidavit-in-support of the Company Summons for Direction. Hence the question of convening and holding the meeting of the Creditors does not arise. 3. That the filing of a separate Company Summons for Direction, Company Scheme Petition in relation to the said Scheme of Amalgamation by Royal Netra Constructions Private Limited, the Transferee Company, is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Company Summons for Direction. (S.C. Dharmadhikari J.)