1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 343 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78,100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between Avenue Real Estate Private Limited ( ‘the Transferor Company’) And Mighty Constructions Private Limited ( ‘the Transferee Company’) And Their respective Shareholders. AVENUE REAL ESTATE PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at A-Wing, 6th Floor, Universal Business Park, Chandivali Farm Road, Off Sakivihar Road, Andheri East, Mumbai- 400072. ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 10th June, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocates for the Applicant. 2 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6th May, 2011 of Mrs. Roopal Madhani, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the 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 Arrangement between Avenue Real Estate Private Limited, the Transferor Company and Mighty Constructions Private Limited , the Transferee Company and their Respective Shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company, which are annexed herewith as Exhibits ‘D1’ to ‘D6’ to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 11 of the affidavit in support of the Summons for Direction. Hence, the question of convening and holding of 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 arrangement embodied in the Scheme of Arrangement between Avenue Real Estate Private Limited and Mighty Constructions Private Limited and their Respective Shareholders be dispensed with in view of the averment made in paragraph 12 of the Affidavit in support of the Summons for Direction. The 3 Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in two local newspapers 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.)