Suryasakal Infrastructure Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 72 OF 2015 In the matter of the Companies Act, 1956 (1 of 1956) (or any re-anactment thereof upon effectiveness of Companies Act, 2013);

AND In the matter of Sections 391 to 394 read of the Companies Act, 1956;

AND In the matter of Scheme of Amalgamation Of Abja Developers Private Limited ("Abja Developers" or "the First Transferor Company") And Abja Infrastructure Private Limited ("Abja Infrastructure" or "the Second Transferor Company") And APP Builders Private Limited ("APP Builders" or "the Third Transferor Company") And Sainathsakal Infrastructure Limited ("Sainathsakal"

or "the Fourth Transferor Company") And Shrisakal Infrastructure Limited ("Shrisakal" or "the Fifth Transferor Company") And Shubhsakal Infrastructure Limited ("Shubhsakal" or "the Sixth Transferor Company") And Sonasakal Infrastructure Limited ("Sonasakal" or "the Seventh Transferor Company") And Starsakal Infrastructure Limited ("Starsakal" or "the Eighth Transferor Company") And Sunsakal Infrastructure Limited ("Sunsakal" or "the Ninth Transferor

Company") And Suryasakal Infrastructure Limited ("Suryasakal" or "the Tenth Transferor Company") And Octon India Private Limited ("Octon India" or "the Eleventh Transferor Company") With Abja Constructions Limited ("Abja Constructions" or "the Transferee Company") And their respective shareholders SURYASAKAL INFRAFRASTRUCTURE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Sangli Bank Building, 4th Floor, Perin Nariman Street, Fort, Mumbai - 400001, Maharashtra.

) ) ) ) ) ) ) ) .... Applicant Company Called Summons for Directions for hearing Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant Coram: S. J. Kathawalla, J.

Date: 6th February, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 16th day of January, 2015 of Mr. Yeshwant Pathak, Authorised Signatory of the Applicant Company, in support of Summons for Directions and Exhibits referred therein, IT IS ORDERED:

1.

That convening and holding of 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 Abja Developers Private Limited ("Abja Developers" or "the First Transferor Company") And Abja Infrastructure Private Limited ("Abja Infrastructure" or "the Second Transferor Company") And APP Builders Private Limited ("APP Builders" or "the Third Transferor Company") And Sainathsakal Infrastructure Limited ("Sainathsakal" or "the Fourth Transferor Company") And Shrisakal Infrastructure Limited ("Shrisakal" or "the Fifth Transferor Company") And Shubhsakal Infrastructure Limited ("Shubhsakal" or "the Sixth Transferor Company") And Sonasakal Infrastructure Limited ("Sonasakal" or "the Seventh Transferor Company") And Starsakal Infrastructure Limited ("Starsakal" or "the Eighth Transferor Company") And Sunsakal Infrastructure Limited ("Sunsakal" or "the Ninth Transferor Company") And Suryasakal Infrastructure Limited ("Suryasakal" or "the Tenth Transferor Company") And Octon India Private Limited ("Octon India" or "the Eleventh Transferor Company") With Abja Constructions Limited ("Abja Constructions" or "the Transferee Company") and their respective shareholders, is dispensed with in view of the consent given by all the seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits "D1" to "D7" to the affidavit in support of the Company Summons for Direction.

2.

That there are no Secured Creditors in the Applicant Company, as mentioned in paragraph (11) of the Affidavit in support of the Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

3.

That convening and holding of 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 Abja Developers Private

Limited ("Abja Developers" or "the First Transferor Company") And Abja Infrastructure Private Limited ("Abja Infrastructure" or "the Second Transferor Company") And APP Builders Private Limited ("APP Builders" or "the Third Transferor Company") And Sainathsakal Infrastructure Limited ("Sainathsakal" or "the Fourth Transferor Company") And Shrisakal Infrastructure Limited ("Shrisakal" or "the Fifth Transferor Company") And Shubhsakal Infrastructure Limited ("Shubhsakal" or "the Sixth Transferor Company") And Sonasakal Infrastructure Limited ("Sonasakal" or "the Seventh Transferor Company") And Starsakal Infrastructure Limited ("Starsakal" or "the Eighth Transferor Company") And Sunsakal Infrastructure Limited ("Sunsakal" or "the Ninth Transferor Company") And Suryasakal Infrastructure Limited ("Suryasakal" or "the Tenth Transferor Company") And Octon India Private Limited ("Octon India" or "the Eleventh Transferor Company") With Abja Constructions Limited ("Abja Constructions" or "the Transferee Company") and their respective shareholders, is dispensed with in view of the averment made in paragraph (12) of the affidavit in support of the Summons for Directions interalia stating that as far as the unsecured creditors of the Applicant Company are concerned, they will be paid off in the ordinary course of business by the Transferee Company and that the Applicant Company undertakes to issue individual notice of hearing of the Petition by R.

P.A.D to all its Unsecured Creditors and also to publish the same in 'Free Press Journal', in English language and 'Navshakti', in Marathi language, both circulated in Mumbai. The undertaking is accepted.

(S. J. Kathawalla, J.)