H Horizon Support Services Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 430 OF 2016 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of the Companies Act, 1956 (1 of 1956) and Companies Act, 2013;

AND In the matter of Scheme of Amalgamation of HJ Support Services Private Limited and Dale Management Services Private Limited and H Horizon Support Services Private Limited with Brentwood Reality Private Limited and their respective shareholders H Horizon Support Services Private Limited a Company incorporated} Under the provisions of Companies Act, 1956 having its } Registered office at 5, Pushpak Apartments, Opp. Gomantak Hall, } Malaviya Road, Vile Parle (East), Mumbai 400057 } ......Applicant Called Summons for Direction for Hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. Hemant Sethi & Co., Advocates for the Applicant Company CORAM: B.P. COLABAWALLA, J DATE: 17TH JUNE 2016 MINUTES OF THE ORDER

UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th day of March, 2016 of Mr. Hiteish Joshi, Director of the Applicant Company, in support of Company Summons for Direction, and the Exhibits there in 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 HJ Support Services Private Limited and Dale Management Services Private Limited and H Horizon Support Services Private Limited with Brentwood Reality Private Limited and their respective shareholders, is dispensed with, in view of the 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 the Company Summons for Direction.

2.

There are no Secured Creditors of the Applicant Company as stated in paragraph 12 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 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 HJ Support Services Private Limited and Dale Management Services Private Limited and H Horizon Support Services Private Limited with Brentwood Reality Private Limited and their respective shareholders, is dispensed with, in view of averments made in paragraph 13 of the affidavit in support of Company summons for Direction, inter-alia stating that present Scheme of Amalgamation is an arrangement between the Applicant Company and its Shareholders as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no compromise and/or arrangement with the creditors as no sacrifice is called for and that the Applicant company undertakes to issue individual notices to all its Unsecured Creditors and also publish notices in '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