Town And Country Realty Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION 339 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 Town & Country Realty Private Limited ('TCRPL' or 'Transferor Company') WITH Attarchand Trading Company Private Limited ('ATCPL'

or 'Transferee Company') AND Their respective Shareholders TOWN & COUNTRY REALTY PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 702, Natraj, MV Road Junction, Western Express Highway, Andheri (East), Mumbai - 400 069.

) ) ) ) ) ) ) ...Applicant Company Called Summons for Direction Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., for Applicant.

Coram: S. C. Gupte, J Date: 29th April, 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th February, 2016 of Mr. Yojesh Thakor, Authorized Signatory of the Applicant Company, in support of Summons for Directions, 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 amalgamation of Town & Country Realty Private Limited with Attarchand Trading Company Private Limited and their respective Shareholders is dispensed with in view of the consent given by all the two Equity Shareholders of the Applicant Company which are annexed as Exhibits 'D1' and 'D2' to the affidavit in support of the Summons for Directions. 2.

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

3.

The convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed amalgamation of Scheme of Amalgamation of Town & Country Realty Private Limited with Attarchand Trading Company Private Limited and their respective Shareholders is dispensed with in view of averments made in paragraph 12 of the Affidavit in support of Company Summons for Directions and that the Applicant Company undertakes to issue notice of hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the same in two local language 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.

(S. C. Gupte, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of the original signed order.

Uploaded By : Shankar Gawde, Stenographer