2 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 508 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Panchgani Real Estate Private Limited (Transferor Company) AND Kapstone Constructions Private Limited(Transferee Company) AND Their Respective Shareholders Kapstone Constructions Private Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 702, Natraj, MV Road Junction, Andheri (East), Mumbai – 400 069. ) ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. .C. DHARMADHIKARI, J. Date: 20th August, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by 3 Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 1st day of August, 2011 of Mr. Rishikesh Vyas, Company Secretary 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 Panchgani Real Estate Private Limited, the Transferor Company with Kapstone Constructions Private Limited, the Applicant/Transferee Company 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 “G1” and “G2” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of 6% Class „A‟ Optionally Convertible Cumulative Preference Shareholder 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 Panchgani Real Estate Private Limited, the Transferor Company with Kapstone Constructions Private Limited, the Applicant/Transferee Company and their respective Shareholders is dispensed with in view of consent given by Sole 6% Class „A‟ Optionally Convertible Cumulative Preference Shareholder of the Applicant Company which is annexed as Exhibit “H” to the Affidavit in support of Company Summons for Direction. 3. That the convening and holding of the meeting of Class „B‟ Redeemable Preference Shareholder of the Applicant Company, for the purpose of 4 considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Panchgani Real Estate Private Limited, the Transferor Company with Kapstone Constructions Private Limited, the Applicant/Transferee Company and their respective Shareholders is dispensed with in view of consent given by Sole Class „B‟ Redeemable Preference Shareholder of the Applicant Company which is annexed as Exhibit “I” to the Affidavit in support of Company Summons for Direction. 4. That the convening and holding of the meeting of Secured 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 Panchgani Real Estate Private Limited, the Transferor Company with Kapstone Constructions Private Limited, the Applicant/Transferee Company and their respective Shareholders is dispensed with in view of averments made in paragraph eighteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Secured Creditors and also to publish the same in two local newspapers viz; „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language both circulated in Mumbai. 5. 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 Panchgani Real Estate Private Limited, the Transferor Company with Kapstone Constructions Private Limited, the 5 Applicant/Transferee Company and their respective Shareholders is dispensed with in view of averments made in paragraph nineteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the same in two local newspapers viz; „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language both circulated in Mumbai. 6. In view of the averment made in paragraph twenty one of the Affidavit dated in support of Company Summons for Direction, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with. ( S.C. DHARMADHIKARI, J)