1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.266 OF 2009 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 Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) AND Nagarjuna Impex Private Limited (‘the Demerged Company’) AND Paschim Holdings Private Limited (Second Transferor Company) AND Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) AND Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) AND their respective Shareholders and Creditors SAAWARIYAA PROPERTIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 1030,Navjivan Commercial Premises ,Lamington Road,Mumbai-400008 ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Vazifdar J Date: 27th day of February , 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co, for Applicant Company MINUTES OF THE 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, for Applicant Company , AND UPON READING the Affidavit dated 20th day of February 1009 of Mr. A Vyasa Maheshwara Rao, Constituted Attorney of Mr. Rama Gopala Rao, Director the Applicant Company, in support of Summons for Directions ,IT IS ORDERED: 1. That the convening and holding the meeting of the Equity Shareholders of Saawariyaa Properties Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s),in the matter of Composite Scheme of 2 Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) and Nagarjuna Impex Private Limited (‘the Demerged Company’) and Paschim Holdings Private Limited (Second Transferor Company) and Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) and Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) and their respective Shareholders and Creditors (“Scheme”) is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits M1 & M2 to the affidavit in support of the Summons for Directions. 2. 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 Composite Scheme of Arrangement and Amalgamation between Nagarjuna Engineering & Construction Company Private Limited (First Transferor Company) and Nagarjuna Impex Private Limited (‘the Demerged Company’) and Paschim Holdings Private Limited (Second Transferor Company) and Vijayalakshmi Insecticides & Pesticides Private Limited (Third Transferor Company) and Saawariyaa Properties Private Limited (‘Resulting Company’ or ‘Transferee Company ‘) and their respective Shareholders and Creditors (“Scheme”) is dispensed with in view of the consent given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits O-1 to O-10 to the affidavit in support of the Summons for Directions. 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph thirty of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. (S. J. VAZIFDAR.J)