1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 491 OF 2011 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 Scheme of Amalgamation of Aatish Real Estate Private Limited, AND Living Luxuries Private Limited AND Shagun Pharma Private Limited WITH Matruchaya Infrastructure Private Limited AND Their Respective Shareholders Aatish Real Estate Private Limited } a company registered under the Companies Act, } 1956, having its registered office at } 50, Gonsalves Street, Pinto Mansion, } Vile Parle (East), Mumbai – 400 057. }….Applicant Company Called Summons for Direction CORAM: S. C. DHARMADHIKARI, J DATE : 20th AUGUST 2011 Mr. Hemant Sethi i/b. Hemant Sethi & 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. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6th June, 2011 of Mr. Sanjay Tukaram Barje, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of 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 of Aatish Real Estate Private Limited, Living Luxuries Private Limited and Shagun Pharma Private Limited with Matruchaya Infrastructure Private Limited and their respective Shareholders is dispensed with in view of consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” and “C2” to the Affidavit in support of Company Summons for Direction. 2.There are no Secured Creditors in the Applicant Company, as stated in paragraph 32 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of the Secured Creditors does not arise. 3 3. That the convening and holding of the meeting of Unsecured loan Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Aatish Real Estate Private Limited, Living Luxuries Private Limited and Shagun Pharma Private Limited with Matruchaya Infrastructure Private Limited and their respective Shareholders is dispensed with in view of consents given by all the loan Unsecured Creditors of the Applicant Company which are annexed as Exhibits “D1 to D13 to the Affidavit in support of Company Summons for Direction. 4. That the convening and holding of 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 of Amalgamation of Aatish Real Estate Private Limited, Living Luxuries Private Limited and Shagun Pharma Private Limited with Matruchaya Infrastructure Private Limited and their respective Shareholders is dispensed with in view of averments made in paragraph 34 of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue an individual notices of hearing of Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the said notice in two newspapers, viz; Free Press Journal in English Language 4 and Maharashtra Times in Marathi language both circulated in Mumbai. The said undertaking is accepted. 5. The filing of separate Company Summons for Direction and Company Scheme Petition by Matruchaya Infrastructure Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs thirty five to thirty seven of the Affidavit in support of Company Summons for Direction. (S. C. DHARMADHIKARI, J)