Lookar Properties Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 450 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 Arrangement between Sumer Builders Private Limited ('the Demerged Company') With Loonkar Properties Private Limited ('the Transferee Company') AND their respective Shareholders and Creditors ) ) ) ) ) ) ) ......Applicant Company LOONKAR PROPERTIES PRIVATE LIMITED, a Company incorporated under the provisions of Companies Act, 1956 having its registered office at 217,Commerce House, 140N.M.Road, Fort , Mumbai -400023 Called Summons for Direction for hearing Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant Coram: B. P. Colabawalla, J.

Date: 1st July, 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 instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit

dated 29th March, 2016 of Mr. Kunal Goswani Authorised signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED THAT:

1. The convening and holding of 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 Arrangement between Sumer Builders Private Limited ('the Demerged Company') with Loonkar Properties Private Limited ('the Transferee Company') and their respective shareholders and Creditors, is dispensed with in view of the 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 Summons for Directions.

2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 11 of the affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

3. The convening and holding of 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 Arrangement between Sumer Builders Private Limited ('the Demerged Company') with Loonkar Properties Private Limited ('the Transferee Company') and their respective shareholders and Creditors is dispensed with in view of the averment made in paragraph 12 of the affidavit in support of the Summons for Directions and that the Applicant Company undertakes to issue notice of the hearing of the Petition individually by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in one issue each of 'Free Press Journal', in English language and translation thereof in 'Nav

Shakti' 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.