1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 91 OF 2011 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation of RSA Developers Private Limited and Premraj Real- Estate Private Limited with Cherry Hotels Private Limited and their Respective Shareholders RSA Developers Private Limited, a Company } Incorporated under the provisions of Companies } Act, 1956 having its registered office at A-207, } Shyamkamal, Tejpal Road,, } Vile Parle, (E), Mumbai 400057. }….Applicant Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 11th February, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Company 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 2nd February, 2011 of Mr. Bholaram Yadav, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of RSA Developers Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without 2 modification(s), the proposed Scheme of Amalgamation of RSA Developers Private Limited, the Applicant Company and Premraj Real- Estate Private Limited with Cherry Hotels Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consents given by all 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. That convening and holding the meeting of the Unsecured Creditors of RSA Developers Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of RSA Developers Private Limited, the Applicant Company and Premraj Real- Estate Private Limited with Cherry Hotels Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of consent given by the Sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibits “D” to the Affidavit in support of Company Summons for Direction 3. There are no Secured Creditors in the Applicant Company, as stated in paragraph (31) of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meetings of Secured Creditors does not arise. 4. That the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 & 394 of the Companies Act, 1956 in respect of the proposed Scheme of Amalgamation by Cherry Hotels Private Limited, the Transferee Company is dispensed 3 with in view of the averment made in paragraphs 26 to 28 of the Affidavit in support of the Company Summons for Direction. (S.C. DHARMADHIKARI, J)