Golden Dream Mercantile Private Limited v. 0

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 222 OF 2015 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 Golden Dream Mercantile Private Limited with Fortress Builders Private Limited and their respective shareholders Golden Dr eam Mer can t ile Pr iv at e Lim it ed, a company ) incorporated under the provisions of the Companies Act, ) 1956 having its Registered Office at A/ 612, Dalamal Towers, ) 211, Nariman Point, Mumbai 400 021, Maharashtra ) .....Applicant Company Called Su m m on s for Dir ect ion for h ear in g Mr. Hemant Sethi i/ b. M/ s Hemant Sethi & Co., for Applicant Coram: S J Kathawalla, J.

Date: 20th March , 2015 MI NUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by M/ s. Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 13th February, 2015 of Mr. A Vyasa Maheswara Rao, Authorised Signatory of the

Applicant Company, in support of Summons for Directions and the Exhibits referred therein, IT IS ORDERED THAT :

1. The convening and holding of the meeting of 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 Golden Dream Mercantile Private Limited with Fortress Builders Private Limited and their respective shareholders, is dispensed with in view of consent given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits 'C-1' and 'C-2' to the Affidavit in support of Company Summons for Direction.

2. The convening and holding of the meeting of 1% Cumulative Redeemable Preference Shares Series 'A' 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 Golden Dream Mercantile Private Limited with Fortress Builders Private Limited and their respective shareholders, is dispensed with in view of consent given by all the seven 1% Cumulative Redeemable Preference Shares Series 'A' shareholders of the Applicant Company which are annexed as Exhibits 'D1' to 'D-7' to the Affidavit in support of Company Summons for Direction.

3. The convening and holding of the meeting of 1% Noncumulative Redeemable Preference Shares Series 'B' 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 Golden Dream Mercantile Private Limited with Fortress Builders Private Limited and their respective shareholders, is dispensed with in view of consent given by the sole 1% Non-cumulative Redeemable Preference Shares Series 'B' shareholder of the

Applicant Company which is annexed as Exhibits 'E-1' to the Affidavit in support of Company Summons for Direction.

4. The question of convening and holding the meetings of Secured and Unsecured Creditors does not arise since there are no Secured and Unsecured Creditors in the Applicant Company as stated in paragraphs 15 and 16 of the Affidavit in support of Summons for Direction.

(S J KATHAWALLA, J)