Deejay Mining And Exports Pvt.Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.176 OF 2016. In the matter of the Companies Act, 1956 (1 of 1956) ;

AND In the matter of Sections 391 to 394 read with Sections to of the Companies Act, 1956 and other relevant provision of Companies Act, 2013;

AND In the matter of Scheme of Amalgamation of Oasis Cement Limited, The First Transferor Company, Teejay Entertainment Limited, The Second Transferor Company, Sundatta Sirur Private Limited, The Third Transferor Company, Status Impex Private Limited, The Fourth Transferor Company And Sampoorna Exports Private Limited, The Fifth Transferor Company With Deejay Mining & Exports Private Limited, the Transferee Company.

DEEJAY MINING & EXPORTS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Marathon Innova, A Wing, 7th Floor, Off Ganapatrav Kadam Marg, Lower Parel, Mumbai- 400013 ) ) ) ) ) ) ...Applicant Company.

Called Summons for Direction for hearing Mr. Chandrakant Mhadeshwar, Advocates for the Applicant Company. Coram: K. R. Shriram J.

Date: 04th March, 2016

MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Direction, AND UPON HEARING Mr.

Chandrakant Mhadeshwar, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 07th day of January, 2016 of Mr. Amrit Shetty, Authorised Signatory of the Applicant Company, in support of 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 of Oasis Cement Limited, The First Transferor Company, Teejay Entertainment Limited, The Second Transferor Company, Sundatta Sirur Private Limited, The Third Transferor Company, Status Impex Private Limited, The Fourth Transferor Company And Sampoorna Exports Private Limited, The Fifth Transferor Company With Deejay Mining & Exports Private Limited, the Transferee Company, is dispensed with in view of the consent given by all the nine Equity Shareholders of the Applicant Company, which are annexed as Exhibits "O-1" to "O-9" to the Affidavit in Support of Company Summons for Direction. 2.

That there are no Secured Creditors of the Applicant Company as stated in paragraph 37 of the Affidavit in Support of Company Summons

for Direction. Hence, the question of convening and holding meeting of Secured Creditors does not arise.

3.

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 Oasis Cement Limited, The First Transferor Company, Teejay Entertainment Limited, The Second Transferor Company, Sundatta Sirur Private Limited, The Third Transferor Company, Status Impex Private Limited, The Fourth Transferor Company And Sampoorna Exports Private Limited, The Fifth Transferor Company With Deejay Mining & Exports Private Limited, the Transferee Company, is dispensed with in view of the consent given by all the eight Unsecured creditors of the Applicant Company, which are annexed as Exhibits "P-1" to "P-8" to the Affidavit in Support of Company Summons for Direction. 4.

That as per clauses 5 and 12 of the scheme, the reduction of Share Capital of the Applicant Company shall be affected as an integral part of the Scheme and in view of the averments made in paragraphs 39 of the Affidavit in Support of Company Summons for Direction, inter alia, stating that reduction of Share Capital does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. The Applicant Company has pass a Special Resolution pursuant to provisions of Section 100 of the

Companies Act, 1956 in the Extra Ordinary General Meeting of its Equity Shareholders for reduction of Share Capital of the Applicant Company and same is annexed as Exhibit-Q to the Company Summons for Direction. In view of above, the procedure prescribed under section 101

(2) of the Companies Act, 1956 is dispensed with. (K. R. Shriram, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by : Shankar Gawde, Stenographer.