IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 70 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956 AND IN THE MATTER of TRISHNA BUILDERS LIMITED AND IN THE MATTER of the Scheme of Amalgamation of TRISHNA BUILDERS PRIVATE LIMITED with SWASTIK SPACES LIMITED TRISHNA BUILDERS PRIVATE LIMITED ) a Company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at ) Office No. 528/530, Sanghavi Sadan, ) 1 st Floor, J. S. S. Road, Chira Bazar, ) Mumbai 400 002 )... Applicant Called Summons for Directions Coram : S.J. Kathawalla , J Date: 29 th January, 2010 -2- Mr. Yogesh Adhia for Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Yogesh Adhia, Advocate for Applicant Company, AND UPON READING the Affidavit dated 20 th January 2010 of Mr. Dharmesh S. Parekh, the Assistant Manager of the Applicant Company, in support of Summons for Directions, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shares holders of the Applicant Company, for the purpose of considering and, if thought fit approving, the Scheme of Amalgamation of, the Transferor Company, namely Trishna Builders Private Limited with the Transferee Company, namely Swastik Spaces Limited, is dispensed with, as all the Equity shareholders of the Applicant have given their consent in writing to the Scheme, which are annexed as Exhibits "J-1" and “J-2” to the Affidavit in support of the Summons for Directions. 2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 20 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise. -3- 3. That a meeting of the unsecured creditors of the Applicant abovenamed for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of the Transferor Company, namely Trishna Builders Private Limited with the Transferee Company, namely Swastik Spaces Limited, is dispensed as all the sole unsecured creditor of the Applicant have given their consent in writing to the Scheme, which is annexed as Exhibit "K” to the Affidavit in support of the Summons for Directions. 4. In view of the Judgment passed by this Hon’ble High Court in Mahaamba Investments Limited vs. IDI Limited (105 Co. Cases 16), and in view of averments made in paragraph 23 of the Affidavit in support of the Summons for Directions, the filing separate proceedings under Section 391 to 394 of the Companies Act, 1956, by the Transferee Company is not necessary and the same is dispensed with. 5. Certified copy of this Order be expedited. (S. J. Kathawalla, J.)