Master Voss International Projects Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORIDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 361 OF 2016 In the matter of the Companies Act, 1956 (to the extent not repealed) and/or the Companies Act, 2013 (to the extent notified);

AND In the matter of Sections 391 to 394, read with Sections 100 to 103 of the Companies Act, 1956 (to the extent not repealed) and/or the Companies Act, 2013 (to the extent notified);

AND In the matter of Scheme of Arrangement between Master Voss International Projects Private Limited, the Demerged Company and Prudential Global Logistics Private Limited, the Resulting Company Master Voss International Projects Private Limited, a company incorporated under the Companies Act, 1956 having its Registered Office at C-901, Marathon Innova, Opp. Peninsula Corporate Park, Off. Ganpatrao Kadam Marg, Lower Parel (West), Mumbai - 400 013, India ) ) ) ) ) ) ) ...Applicant Company Called for Summons for Direction for hearing Mr. Rahul R. Mahajan with Amit Surve i/b Fortitude Law Associates Advocates for the Applicant.

Coram: S. C. Gupte, J.

Date: 4th May, 2016 MINUTES OF THE ORDER

UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rahul R. Mahajan, Advocate for the Applicant Company, AND UPON READING the Affidavit Dated 31st March, 2016, Mr. Sanjay Mehta, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1.

That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Master Voss International Projects Private Limited, the Demerged Company and Prudential Global Logistics Private Limited, the Resulting Company is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which is annexed as Exhibit "G-1" and "G-2" to the Affidavit in support of the Summons for Directions. 2.

That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Master Voss International Projects Private Limited, the Demerged Company and Prudential Global Logistics Private Limited, the Resulting Company is dispensed with in view of the averment made in paragraph 17 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to give individual notice of the date of hearing of Petition to all its Secured Creditors as may be directed by this Hon'ble High Court by Registered Post A.D and also publish date of Final hearing of the Petition once each

in "Free Press Journal" in English and "Navshakti" in Marathi, both having circulation in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. The said undertakings are accepted. 3.

That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Master Voss International Projects Private Limited, the Demerged Company and Prudential Global Logistics Private Limited, the Resulting Company is dispensed with in view of the averment made in paragraph 18 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to give individual notice of the date of hearing of Petition to all its Unsecured Creditors by Registered Post A.D and also publish notice of date of final hearing of the Petition once each in "Free Press Journal" in English and "Navshakti" in Marathi, both having circulation in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. The said undertakings are accepted.

4.

That as per clause 3 of the scheme the reduction of Share Capital of the Applicant Company shall be affected as an integral part of the Scheme and that the reduction of Share Capital does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital. In view of the averment made in paragraph 18A of the Affidavit in support of the Company Summons for Direction. The Applicant Company undertakes to pass a Special Resolution in accordance with the provisions of Section 100 of

the Companies Act, 1956 in the Extra Ordinary General Meeting of its Equity Shareholders for reduction of Share Capital of the Applicant Company before the admission of the Company Scheme Petition. In view of above, the procedure prescribed under section 101 (2) of the Companies Act, 1956 is dispensed with. The said undertaking is accepted (S. C. Gupte, J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of the original signed order.

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