1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.793 OF 2011 Sonal Foods Private Limited …Applicant / First Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.794 OF 2011 Payoja Computers Private Limited ...Applicant / Second Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.795 OF 2011 Surama Exports Private Limited …Applicant / Third Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.796 OF 2011 Amol Computers Private Limited …Applicant / Fourth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.797 OF 2011 Poorbi Computers Private Limited …Applicant / Fifth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.798 OF 2011 Supti Engineering Private Limited ...Applicant / Sixth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.799 OF 2011 Nishesh Exports Private Limited ..Applicant / Seventh Transferor Company AND 2 COMPANY SUMMONS FOR DIRECTION NO.800 OF 2011 Anamika Carriers Private Limited ...Applicant/ Eighth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.801 OF 2011 Ujas Computers Private Limited ...Applicant / Nineteenth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.802 OF 2011 Paresh Real Estate Private Limited …Applicant / Tenth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.803 OF 2011 Pulin Constructions Private Limited ...Applicant / Eleventh Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.804 OF 2011 Mayuri Builders And Developers Private Limited ...Applicant / Twelfth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.805 OF 2011 Manjyot Properties Private Limited …Applicant / Thirtieth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.806 OF 2011 Sarni Real Estates Private Limited ...Applicant / Fourteenth Transferor Company AND 3 COMPANY SUMMONS FOR DIRECTION NO.807 OF 2011 Vaibhav Printer Private Limited ...Applicant / Fifteenth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.808 OF 2011 Sujay Aqua Farms Private Limited ...Applicant / Sixteenth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.809 OF 2011 Usri Stock Trade Private Limited ...Applicant / Seventeenth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.810 OF 2011 Prerana Aqua Farms Private Limited …Applicant / Eighteenth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.811 OF 2011 Saoner Dairy Private Limited ...Applicant / Nineteenth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.812 OF 2011 Hoor Tele-Systems Private Limited ...Applicant / Twentieth Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.813 OF 2011 Kapil Printer Private Limited ...Applicant / Twenty First Transferor Company AND 4 COMPANY SUMMONS FOR DIRECTION NO.814 OF 2011 Jalwad Builders & Developers Private Limited …Applicant / Twenty Second Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.815 OF 2011 Medini Steels Private Limited ...Applicant / Twenty Third Transferor Company AND COMPANY SUMMONS FOR DIRECTION NO.816 OF 2011 Daksha Infrastructure Private Limited …Applicant/Transferee Company In the matter of Section 391 to 394 of the Companies Act, 1956; And Sonal Foods Private Limited And Payoja computers Private limited And Surama Exports Private Limited And Amol Computers Private Limited And Poorbi Computers Private Limited And Supti Engineering Private Limited And Nishesh Exports Private Limited And Anamika Carriers Private Limited And Ujas Computers Private Limited And Paresh Real Estate Private Limited And Pulin Constructions Private Limited And Mayuri Builders And Developers Private Limited And Manjyot Properties Private Limited And 5 Sarni Real Estates Private Limited And Vaibhav Printer Private Limited And Sujay Aqua Farms Private Limited And Usri Stock Trade Private Limited And Prerana Aqua Farms Private Limited And Saoner Dairy Private Limited And Hoor Tele-Systems Private Limited And Kapil Printer Private Limited And Jalwad Builders & Developers Private Limited And Medini Steels Private Limited With Daksha Infrastructure Private Limited And Their Respective Shareholders Called for Summons for Direction Coram: S. C. DHARMADHIKARI, J Date: 23rd DECEMBER 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicants MINUTES OF ORDER UPON the Application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavits dated 8th day of December, 2011 all affirmed by Mr. Anant Palande, Authorised Signatory 6 of the Applicant Companies, in support of Summons for Directions and the exhibits referred to therein, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders of the Applicant Companies, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Sonal Foods Private Limited, Payoja Computers Private Limited, Surama Exports Private Limited, Amol Computers Private Limited, Poorbi Computers Private Limited, Supti Engineering Private Limited, Nishesh Exports Private Limited, Anamika Carriers Private Limited, Ujas Computers Private Limited, Paresh Real Estate Private Limited, Pulin Constructions Private Limited, Mayuri Builders And Developers Private Limited, Manjyot Properties Private Limited, Sarni Real Estates Private Limited, Vaibhav Printer Private Limited, Sujay Aqua Farms Private Limited, Usri Stock Trade Private Limited, Prerana Aqua Farms Private Limited, Saoner Dairy Private Limited, Hoor Tele-Systems Private Limited, Kapil Printer Private Limited, Jalwad Builders & Developers Private Limited, Medini Steels Private Limited with Daksha Infrastructure Private Limited And Their Respective Shareholders is dispensed with in view of consents given by all the Equity shareholders of the Transferor Companies and Transferee Company which are annexed as Exhibits “C1” to C7” to the Affidavit in support of Company Summons for Direction filed on behalf of the Transferor Companies sand Exhibits “BB1” to “BB7” to the Affidavit in support of Company Summons for Direction filed on behalf of the Transferee Company. 7 2. That the convening and holding of the meeting of Secured creditors of the Applicant Companies, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Sonal Foods Private Limited, Payoja Computers Private Limited, Surama Exports Private Limited, Amol Computers Private Limited, Poorbi Computers Private Limited, Supti Engineering Private Limited, Nishesh Exports Private Limited, Anamika Carriers Private Limited, Ujas Computers Private Limited, Paresh Real Estate Private Limited, Pulin Constructions Private Limited, Mayuri Builders And Developers Private Limited, Manjyot Properties Private Limited, Sarni Real Estates Private Limited, Vaibhav Printer Private Limited, Sujay Aqua Farms Private Limited, Usri Stock Trade Private Limited, Prerana Aqua Farms Private Limited, Saoner Dairy Private Limited, Hoor Tele-Systems Private Limited, Kapil Printer Private Limited, Jalwad Builders & Developers Private Limited, Medini Steels Private Limited with Daksha Infrastructure Private Limited And Their Respective Shareholders is dispensed with in view of averments made in paragraph 14 of the Affidavit in support of Company Summons for Direction filed on behalf of the Transferor Companies and Transferee Company. The Applicant Companies undertake to give individual notices of the date of hearing of hearing of petition by Registered Post A.D. to all its Secured Creditors. The said undertaking is accepted. 3. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Companies, for the purpose of considering 8 and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Sonal Foods Private Limited, Payoja Computers Private Limited, Surama Exports Private Limited, Amol Computers Private Limited, Poorbi Computers Private Limited, Supti Engineering Private Limited, Nishesh Exports Private Limited, Anamika Carriers Private Limited, Ujas Computers Private Limited, Paresh Real Estate Private Limited, Pulin Constructions Private Limited, Mayuri Builders And Developers Private Limited, Manjyot Properties Private Limited, Sarni Real Estates Private Limited, Vaibhav Printer Private Limited, Sujay Aqua Farms Private Limited, Usri Stock Trade Private Limited, Prerana Aqua Farms Private Limited, Saoner Dairy Private Limited, Hoor Tele-Systems Private Limited, Kapil Printer Private Limited, Jalwad Builders & Developers Private Limited, Medini Steels Private Limited with Daksha Infrastructure Private Limited And Their Respective Shareholders is dispensed with in view of averments made in paragraph 15 of the Affidavit in support of Company Summons for Direction filed on behalf of the Transferor Companies and Transferee Company. The Applicant Companies undertake to give individual notices of the date of hearing of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the notice of hearing of Petition in one issue each of two daily newspapers viz., Indian Express‟ in English language and „„Loksatta‟ in Marathi language, both circulated in Pune. The said undertaking is accepted. The Applicant/Transferee Company is permitted to publish one common and composite notice of hearing of Petition in the aforesaid two 9 newspapers on behalf of all the Transferor Companies and the Transferee Company. (S. C. DHARMADHIKARI, J)