Gil Vikhroli Real Estae Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 799 OF 2015 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 of the Companies Act, 1956 and other relevant provisions of the Companies Act, 2013;

AND In the matter of Scheme of Amalgamation of GIL Vikhroli Real Estate Limited ('the Transferor Company') WITH Godrej Properties Limited ('the Transferee Company') AND Their Respective Shareholders GIL VIKHROLI REAL ESTATE LIMITED, a company incorporated under the Companies Act, 2013 and having its registered address at Pirojshanagar, Eastern Express Highway, Vikhroli East, Godrej Compound, Mumbai 400 079, Maharashtra, India ) ) ) ) ) ) ) ) ......Applicant Company Called for Summons for Direction Coram: S.C. Gupte, J.

Date: 16th October , 2015 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by

Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 7th day of October, 2015 of Mr. Claude Anthony Fernandes, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, 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 Scheme of Amalgamation of GIL Vikhroli Real Estate Limited ("the Transferor Company") with Godrej Properties Limited ("the Transferee Company") and their respective shareholders is dispensed with in view of the consent given by all the seven Equity shareholders of the Applicant Company, which are annexed as Exhibits "D1" to "D7" to the affidavit in support of the Company Summons for Direction.

2.

THAT there are no Secured Creditors in the Applicant Company, as mentioned in paragraph 12 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 there are no Unsecured Creditors in the Applicant Company mentioned in paragraph 13 of the affidavit in support of the Company Summons for Direction. Hence the question of convening and holding the meeting of Unsecured Creditors does not arise. (S.C. Gupte, J)

CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by : Shankar Gawde, Stenographer.