Alchemy Capital Management Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 912 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 (1 of 1956);

AND

IN THE MATTER OF: Scheme of Amalgamation

of:

1. ALCHEMY INVESTMENT MANAGERS PRIVATE LIMITED, ("Transferor Company A") [CIN: U67110MH2010PTC201412]

2. ALCHEMY WEALTH MANAGEMENT PRIVATE LIMITED, ("Transferor Company B", collectively with the Transferor Company A, the "Transferor Companies") [CIN: U67110MH2009PTC190833] WITH ALCHEMY CAPITAL MANAGEMENT PRIVATE LIMITED, (the "Transferee Company" or the "Applicant Company") and each of their respective Shareholders.

[CIN: U67120MH1999PTC119811] ALCHEMY CAPITAL MANAGEMENT PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at B-4 Amerchand Mansion, 16, Madame Cama Road, Mumbai - 400 001.

) ) ) ) ) ...Applicant Company.

Called : Summons for Direction CORAM: S. C. Gupte J.

Date: 2nd December, 2016 Abhijeet Shinde, Advocate i/b M/s Trilegal, Advocate for the Applicant

MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for DIRECTION AND UPON HEARING M/s. i/b Trilegal, Advocate for the Applicant Company UPON READING the Affidavit dated 16 March, 2016 of Mr. Lashit Sanghvi, Whole Time Director & CEO of the Applicant Company, in support of the Summons for Direction and Exhibits therein referred to, IT IS ORDERED:

(a) That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of ALCHEMY INVESTMENT MANAGERS PRIVATE LIMITED and ALCHEMY WEALTH MANAGEMENT PRIVATE LIMITED, with ALCHEMY CAPITAL MANAGEMENT PRIVATE LIMITED, is dispensed with, in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits 'I-1' to 'I-2' to the Affidavit in support of the Summons for Direction. (b) That there are no Secured Creditors of the Applicant Company as stated in paragraph 20 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise.

(c) That the convening and holding the meeting of the two Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of ALCHEMY INVESTMENT MANAGERS PRIVATE LIMITED, and ALCHEMY WEALTH MANAGEMENT PRIVATE LIMITED, with ALCHEMY CAPITAL MANAGEMENT PRIVATE LIMITED, is dispensed in view of the consents given by both the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits 'J-1' and 'J-2' to the Affidavit in support of the Summons for Direction. (S. C. Gupte J.) CERTIFICATE I certify that the Order uploaded is true and correct copy of the original signed Order.