Iep Advisors Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 679 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956) (or any re-enactment thereof upon effectiveness of companies Act, 2013);

AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956;

AND In the matter of Scheme of Amalgamation between IEP Advisors Private Limited with Stargaze Consulting Services Private Limited and their Respective Shareholders IEP Advisors Private Limited, a ) company incorporated under the ) Companies Act, having its ) registered office at Unit A1, 3rd Floor, ) CNeRGY, Appasaheb Marathe Marg, ) Prabhadevi, Mumbai - 400025, ) )......Applicant Company Maharashtra, India.

Called Summons for Directions for hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant CORAM: B. P. Colabawalla, J.

DATE: 5th August , 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 5th day of May, 2016 of Mr. Venkatesh Bhatt, Director of the Applicant Company, in support of Summons for Directions and Exhibits referred therein, IT IS ORDERED:

1.

That 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 arrangement embodied in the Scheme of Amalgamation between IEP Advisors Private Limited with Stargaze Consulting Services Private Limited and their respective shareholders ('Scheme' or 'the Scheme'), is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as "D1" to "D2" to the affidavit in support of the Company Summons for Direction.

2.

That there are no Secured Creditors in the Applicant Company, as stated in paragraph (11) of the Affidavit in support of the Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise.

3.

That 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 arrangement embodied in the Scheme of Amalgamation between IEP Advisors Private Limited with Stargaze Consulting Services Private Limited and their

respective shareholders, is dispensed with in view of the averment made in paragraph 12 of the affidavit in support of the Summons for Directions, inter-alia stating that the Scheme is an arrangement between the Applicant Company and its shareholders as contemplated under the Section 391(1)(a) of the Companies Act, as there is no compromise and / or arrangement with the Creditors as no sacrifice is called for and that the Applicant Company undertakes to issue individual notice of hearing of the Petition by R.P.A.D to all its Unsecured Creditors and also to publish the same in 'Free Press Journal', in English language and translation thereof in 'Navshakti', in Marathi language, both circulated in Mumbai. The 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