Olive Realty Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 599 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 Olive Realty Private Limited and Yashowardhan Promoters and Developers Private Limited and Corolla Realty Limited and Jasmine Hospitality Private Limited with Kolte-Patil Developers Limited and their respective shareholders.

Olive Realty Private Limited, a Company incorporated } Under the provisions of Companies act, 1956 having its } Registered office at 2nd Floor, City Point, Dhole Patil Road, } Pune 411001 } .........Applicant Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant Coram: B. P. Colabawalla, J Date: 8th July 2016 MINUTES 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 Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th day of March 2016 of Mr. Vinod Patil, Authorised Representative of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:

1. That 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 Scheme of Amalgamation of Olive Realty Private Limited and Yashowardhan Promoters and Developers Private Limited and Corolla Realty Limited and Jasmine Hospitality Private Limited with Kolte-Patil Developers 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 "C1" and "C2" to the Affidavit in support of the Company Summons for Direction.

2. There are no Secured Creditors in the Applicant Company, as mentioned in paragraph 12 of the affidavit in support of the Summons for Directions, hence the question of convening and holding the meeting of Secured Creditors does not arise

3.

Express‟ in English language and translation thereof in „Loksatta‟ in Marathi language both having circulation in Pune. The said undertaking is accepted.

4. The Applicant Company is wholly owned subsidiary of the Transferee Company and there is no re-organization of share capital of the Transferee Company and no new shares are being issued by the Transferee Company as all shares will be cancelled as per Clause 12 of the Scheme and rights of creditors of Transferee Company are not affected as stated in paragraphs 14 to 17 of the Affidavit in support of Summons for Direction and also in view of observations made by this court in Mahaamba Investment Ltd verses IDI Limited (2001) 105 Co cases page 16 to 18, the filing of separate Company Summons for Direction and Company Scheme Petition under Section 391 and 394 of the Companies Act, 1956 by Kolte-Patil Developers Limited, the Transferee Company is dispensed with.

(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