Solaris Consultants Private Limited v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 685 OF 2016. In the matter of the Companies Act I of 1956.

AND In the matter of Sections 391 to 394 of the Companies Act, 1956.

AND In matter of Scheme of Amalgamation of:

Solaris Consultants Private Limited.

WITH Galaxy Multiventures and Trading Private Limited.

AND their Respective Shareholders and creditors.

Solaris Consultants Private Limited,a ) Company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at Office No.6, ) Shri Hunumanta Apts,SRA CHS Ltd., ) Bamanwada, M.C. Chagla Marg ) Vile Parle (East),Mumbai - 400 099.

)....Applicant Company Called Summons for Direction for hearing Mr. Chandrakant Mhadeshwar, Advocates for the Applicant Company.

CORAM : B. P. COLABAWALLA, J DATE : 05th August, 2016 MINUTES OF ORDER UPON the application of the Applicant Company above named

by a Summons for Direction AND UPON HEARING Mr. Chandrakant Mhadeshwar, Advocates for Applicant Company AND UPON READING the Affidavit dated 11th day of July, 2016 of Mr. Govind Mane, Authorised Signatory of the Applicant Company in support of Company Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:- 1.

That 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 Solaris Consultants Private Limited with Galaxy Multiventures and Trading Private Limited 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 "C-1" and "C-2" to the Affidavit in Support of Company Summons for Direction.

2.

That the convening and holding the meeting of the 8% Non-Cumulative Redeemable Preference 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 Solaris Consultants Private Limited with Galaxy Multiventures and Trading Private Limited and their respective shareholders and creditors, is

dispensed with in view of the consent given by the sole 8 % Non -Cumulative Redeemable Preference Shareholder of Applicant Company, which is annexed as Exhibits "D" to the Affidavit in support of Company Summons for Direction. 3.

That there are no Secured Creditors of the Applicant Company as stated in paragraph 19 of the Affidavit in Support of Company Summons for Direction. Hence, the question of convening and holding meeting of Secured Creditors does not arise.

4.

That 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 Solaris Consultants Private Limited with Galaxy Multiventures and Trading Private Limited and their respective shareholders and creditors, is dispensed with in view of the consents given by all the three Unsecured Creditors of the Applicant Company which are annexed as Exhibit "E-1" to "E-3" to the Affidavit in Support of Company Summons for Direction.

(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.