Reliance Land Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 215 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956);

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

AND In the matter of Scheme of Amalgamation OF Viscount Management Services Limited ('VMS' or 'Transferor Company') with Reliance Land Private Limited ('RLPL' or 'Transferee Company') and Their respective Shareholders ) RELIANCE LAND PRIVATE LIMITED, a company incorporated under the provisions ) of the Companies Act, 1956 and having its ) registered office at H Block, 1st Floor, ) Dhirubhai Ambani Knowledge City, Navi ) Mumbai - 400710.

) ........Applicant Company Called for Summons for Direction for hearing Ms. Alpana Ghone, Counsel along with Mr. Rajesh Shah i/b. Rajesh Shah & Co. Advocates for the Applicant.

Coram: B.P. Colabawalla.

Dated: 1st April, 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 25th day of January, 2016 of Mr. Ravin Tank, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the exhibits therein referred to, IT IS ORDERED THAT: 1.

The 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 Viscount Management Services Limited, the Transferor Company with Reliance Land Private Limited, the Applicant Company and their respective shareholders is dispensed with in view of the consents given by all the three Equity shareholders of the Applicant Company which are annexed as Exhibits 'H1' to 'H3' to the affidavit in support of the Summons for Direction.

2.

THAT convening and holding the meeting of the Preference Shareholders of Reliance Land Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Viscount Management Services Limited, the Transferor Company with Reliance Land Private Limited, the Applicant Company and their respective shareholders is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit J to the affidavit in support of Summons for Direction.

3.

The question of convening and holding of the meeting of Secured Creditors does not arise since there are no Secured Creditors of the Applicant Company as stated in paragraph 13 of the Affidavit in support of Summons for Direction.

4.

THAT convening and holding the meeting of the Unsecured Creditors of Reliance Land Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Viscount Management Services Limited, the Transferor Company with Reliance Land Private Limited, the Applicant Company and their respective shareholders is dispensed with in view of the averments made in paragraph 14 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Nav Shakti, in Marathi having circulation in Mumbai. The said undertaking is accepted. (B.P. Colabawalla.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by : Shankar Gawde, Stenographer.