Goodstone Developers Pvt Ltd v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 304 OF 2016 In the matter of The Companies Act, And In the matter of Sections 391 and 394 of the Companies Act, 1956 And In the matter of Scheme Of Amalgamation of Blue Lagoon Vanijya Private Limited (the "Transferor Company" or "BLVPL") with M/s.

Goodstone Developers Private Limited (the "Transferee Company" or "GDPL") and their respective shareholders and creditors Goodstone Developers Private Limited, the Transferee / Applicant Company, a Company registered under Companies Act, 1956, having its registered office at 10B Nibbana Annexe, 95A Pali Hill, Bandra (W), Mumbai4000050, Maharashtra ) ) ) ) ) ) ) ) . . . . . . . Applicant Company.

Called Summons for Direction for hearing Mr. Chandrakant R. Mhadeshwar, Advocate for the Applicant Coram: B.P. Colabawalla, J Date: 22nd April, 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Chandrakant R. Mhadeshwar, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 09th day of February, 2016 of Mr. Hari K. Jaidhara, Director of the Applicant Company, in support of the

Summons for Direction and the Exhibit 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 M/s. Blue Lagoon Vanijya Private Limited (the "Transferor Company" or "BLVPL") with M/s. Goodstone Developers Private Limited (the "Transferee Company"

or "GDPL") and their respective shareholders and creditors is dispensed with in view of the consent given by both Equity Shareholders of the Applicant Company, which are annexed as Exhibit 'I-1' and 'I-2' to the Affidavit in support of Summons for Direction. 2.

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 22 of the Affidavit in support of Summons for Direction.

3.

The 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 M/s. Blue Lagoon Vanijya Private Limited (the "Transferor Company" or "BLVPL") with M/s. Goodstone Developers Private Limited (the

"Transferee Company" or "GDPL"), is dispensed with in view of the averment made in para Fifteen (23) of the affidavit in support of the Summons for Directions. Further the Applicant Company undertakes to issue individual notice of date of hearing of Petition by Registered Post A.D. to its all Unsecured Creditors and also to publish the same in two local newspapers viz. "Free Press Journal", in English language and translation thereof in "Navshakti", in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

(B.P. Colabawalla, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by : Shankar Gawde, Stenographer.