M/S. Avakash Consultants Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORIDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.328 OF 2015 In the matter of the Companies Act 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 and Arrangement of Avakash Consultants Private Limited AND Strategic Trading Private Limited AND Colva Tradeplace Private Limited, AND Strategic Portfolio Advisory Company Private Limited WITH Growell Consultants Private Limited and Their Respective Shareholders And Creditors.

Avakash Consultants Private Limited, ) A company incorporated under ) provisions of Companies Act, 1956, ) having registered office at, ) Strategic House, 44 Mint Road, Fort ) Mumbai, Maharashtra-400001 ) Applicant Company Called Summons for Direction for final hearing Mr. Rahul Oak, Advocate for the Applicant Coram: S. J. Kathawalla, J.

Date : 24th April 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rahul Oak, Advocate for the Applicant Company, AND UPON READING the Affidavit Dated 16th March 2015 of Mr. Sudesh Kudnekar, Authorised

Signatory of the Applicant Company, in support of the Summons for Direction 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 Amalgamation and Arrangement of Avakash Consultants Private Limited, Strategic Trading Private Limited, Colva Tradeplace Private Limited and Strategic Portfolio Advisory Company Private Limited with Growell Consultants Private Limited and their respective shareholders and creditors, is dispensed with in view of the consents given by all the three Equity Shareholders of the Applicant Company, which are annexed as Exhibits "D-1" to "D-3" to the Affidavit in support of Summons for Direction.

2.

There are no Secured Creditors of the Applicant Company as stated in paragraph 23 of the Affidavit in support of Summons for Direction. 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 , for the purpose of considering and if thought fit, approving with or without modification(s), the proposed Scheme of Amalgamation and Arrangement of Avakash Consultants Private Limited, Strategic Trading Private Limited, Colva Tradeplace Private Limited and Strategic Portfolio Advisory Company Private Limited with Growell

Consultants Private Limited and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 24 of the Affidavit in support of the Summons for Direction inter alia, stating that the Unsecured Creditors will in no way be affected by the proposed Scheme of Amalgamation as the assets of the Applicant and the Transferor Companies after the proposed Amalgamation will be far more than its Liabilities and that the Applicant undertakes to issue individual notice of date of hearing of the Petition to all its Unsecured Creditors by R.P.A.D. and also publish the same in 'Free Press Journal', in English, language and a translation thereof in 'Navshakti' in Marathi language both having circulation in Mumbai. The said undertaking is accepted. (S. J. Kathawalla, J.)