IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.580 OF 2011. In the matter of the Companies Act, 1956; AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Between 1. Abhyang Developers Private Limited; 2. Achal Developers Private Limited; 3. Agmesh Developers Private Limited; 4. Ajakshya Developers Private Limited; 5. Ajanu Developers Private Limited; 6. Akhula Developers Private Limited; 7. Amartya Developers Private Limited; 8. Amraprabhu Developers Private Limited; 9. Amrutansh Developers Private Limited; 10. Anahat Developers Private Limited; 11. Anantshree Developers Private Limited; 12. Animish Developers Private Limited; 13. Antarmukh Developers Private Limited; 14. Apramad Developers Private Limited; 15. Aprameya Developers Private Limited; 1 16. Apratirath Developers Private Limited; 17. Asankhya Developers Private Limited; 18. Athang Developers Private Limited; 19. Atmavan Developers Private Limited; 20. Atrushya Developers Private Limited; 21. Avyaja Developers Private Limited; 22. Avyang Developers Private Limited; 23. Avyaya Developers Private Limited (Collectively herein after referred to as the "Transferor Companies”). AND Anuttam Developers Private Limited (“Transferee Company”) AND their respective Shareholders. ANUTTAM DEVELOPERS PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its registered office at 205, 206, Connaught Place, Bund Garden Road, Pune – 411001, Maharashtra. Called Summons for Direction ) ) ) ) ) ) ) …Applicant Company /Transferee Company Coram: S. C. Dharmadhikari, J. Date: 23rd September, 2011 Mr. Gautam Ankhad i/b M/s. Solomon & Co., Advocate for the Applicant 2 MINUTES OF THE ORDER Upon the Application of the Applicant above named by a Summons for Direction AND upon hearing Mr. Gautam Ankhad i/b M/s. Solomon & Co., Advocate for Applicant, AND upon reading the Affidavit dated 25th July, 2011, of Mr. Yair Kohavi, Authorised Representative of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: (1) That convening and holding the meeting of the 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 between the Transferor Companies and the Transferee Company and their respective Shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “ZZ1” and “ZZ2” to the Affidavit in support of Company Summons for Direction. (2) That convening and holding the meeting of the Debenture Holders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between the Transferor Companies and the Transferee Company and their respective Shareholders is dispensed with in view of the consent given by the Debenture Holder of the Applicant Company, which is annexed as Exhibits “AAA” to the Affidavit in support of Company Summons for Direction. (3) That convening and holding the meeting of the 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 between the Transferor Companies and the Transferee 3 Company and their respective Shareholders is dispensed with in view of the Consent given by all the Secured Creditors of the Applicant Company which are annexed as Exhibits “CCC-1 to CCC-3”. (4) That convening and holding the meeting of the 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 between the Transferor Companies and the Transferee Company and their respective Shareholders is dispensed with in view of the averments made in paragraph 107 of the said Affidavit and in view of the consents given by 4 (Four) out of 21 (Twenty One) Unsecured Creditors, which are annexed as Exhibits EEE1 to EEE4 to the Affidavit in Support of Summons for Direction. The Applicant undertakes to serve individual notice of hearing Petition by R.P.A.D. to its remaining Unsecured Creditors having an outstanding balance of Rs. 1,00,000/- (Rupees One Lakh) or more. The said undertaking is accepted. (S. C. Dharmadhikari, J.) 4