Hamilton Consultants Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 739 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956)(or re-enactment thereof upon effectiveness of Companies Act, 2013);

AND In the matter of Sections 391 to 394 of the Companies Act, 1956 (or any corresponding provisions of Companies Act, 2013 as may be notified) AND In the matter of Scheme of Amalgamation Of Hamilton Consultants Private Limited ("Transferor Company") with Ananya Realty Private Limited ("Transferee Company") and their respective Shareholders Hamilton Consultants Private Limited, a ) Company incorporated under the provisions ) of the Companies Act, 1956 and having its ) Registered Office at Asian Building, ) R.Kamani Marg, Ballard Estate, Mumbai - ) )........Applicant Company 400001 Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant Coram: A.K. MENON , J Date: 1st September 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 17th day of May 2016 of Mr. Nishita Gandha, Authorized Signatory 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 proposed Scheme of Amalgamation of Hamilton Consultants Private Limited with Ananya Realty Private Limited and their respective Shareholders is dispensed with, in view of consent given by all the four Equity shareholders of the Applicant Company, which are annexed as Exhibits "C1" to "C4" to the Affidavit in support of the Company Summons for Direction.

2. There are no Secured Creditors in the Applicant Company, as stated in paragraph 10 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. That the convening and holding 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 Amalgamation of Hamilton Consultants Private Limited with Ananya Realty Private Limited and their respective Shareholders is dispensed with, in view of averments made in paragraph 11 of the Affidavit in support of company Summons for Direction, inter- alia stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) and not in accordance with the

provisions of Section 391(1)(a) of the Companies Act, 1956 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 notices to all its Unsecured Creditors by R.P.A.D. and also publish notices of the date of hearing of Petition in "Free Press Journal" in English Language and translation thereof in "Navshakti" in Marathi language both having circulation in Mumbai. The said undertaking is accepted.

(A.K. MENON, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

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