1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 593 OF 2011 Called Summons for Directions Coram: S. C. DHARMADHIKARI J. Date: 30th day of SEPTEMBER, 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 Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Paradigm Builders Private Limited (‘the Transferor Company’) with Rustomjee Constructions Private Limited ( ‘the Transferee Company’ or ‘Applicant Company’) and their respective Shareholders Rustomjee 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 2 the Applicant Company, AND UPON READING the Affidavit dated 15th day of September, 2011 of Ms. Pooja Jakhotiya, Company Secretary of the Applicant Company, in support of Summons for Directions 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 of Paradigm Builders Private Limited, the Transferor Company’ with Rustomjee Constructions Private Limited, the Applicant/ 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 Exhibit “G1” to “G3” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the "Class I'' Compulsory Convertible 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 Paradigm Builders Private Limited, the Transferor Company with Rustomjee Constructions Private Limited, the Applicant/ Transferee Company and their Respective Shareholders, is dispensed with in view of the consent given by "Class I'' Compulsory Convertible Preference Shareholder of the Applicant Company, which is annexed as Exhibit “H” to the Affidavit in support of the Summons for Directions. 3. That convening and holding the meeting of the "Class II'' Compulsory Convertible Preference Shareholder of Rustomjee Constructions 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 Paradigm Builders Private Limited, the Transferor Company with Rustomjee Constructions Private Limited, the Applicant/Transferee Company and their Respective Shareholders, is dispensed with in view of the consent given by "Class II'' Compulsory Convertible Preference Shareholder of the Applicant Company, which is annexed as Exhibit “I” to the Affidavit in support of Company Summons for Direction. 3 4. That there are no Secured Creditors of the Applicant Company, as stated in paragraph (18) of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 5. 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 of Paradigm Builders Private Limited, the Transferor Company with Rustomjee Constructions Private Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of the averments made in paragraph (19) of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to issue individual notice of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The undertaking is accepted. 6. In view of the averment made in paragraph (21) of the Affidavit in support of Company Summons for Direction, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass a Special Resolution in Extraordinary General Meeting for reduction of share capital under Sections 100 to 103 of the Companies Act, 1956 and for utilization of Securities Premium Account under section 78 of the Companies Act, 1956 before filing the petition. The said undertaking is accepted. (S.C. DHARMADHIKARI, J)