Bf Infrastructure Limited v. 0

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 868 OF 2015 In the matter of Companies Act, 1956, (1 of 1956);

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

AND In the matter of Scheme of Amalgamation between BF Infrastructure Ventures Limited (the Transferor company) and BF Infrastructure Limited (the Transferee company) and their respective shareholders and creditors BF Infrastructure Limited, a company incorporated under the Company Act, 1956 having its registered office at Pune Cantonment Mundhwa, Pune - 411036, Maharashtra ) ) ) ) ) ......Applicant Company Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant CORAM: K.R. SHRIRAM, J DATE: 20TH NOVEMBER 2015 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 14th day of October, 2015 of Mr. Vikram Munje, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, 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 between BF Infrastructure Ventures Limited (the Transferor Company) and BF Infrastructure Limited (the Transferee Company) and their respective shareholders and creditors is dispensed with in view of consents given by all the (7) seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits "F-1" to "F-7" to the Affidavit in support of the Company Summons for Direction.

2. That convening and holding the meeting of 6% Non-Cumulative Redeemable Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between BF Infrastructure Ventures Limited (the Transferor Company) and BF Infrastructure Limited (the Transferee Company) and their respective shareholders and creditors is dispensed with in view of consent given by sole 6% Non-Cumulative Redeemable Preference Shareholder of the Applicant Company, which are annexed as Exhibits "G" to the Affidavit in support of the Company Summons for Direction.

3. That convening and holding the meeting of Secured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between BF Infrastructure Ventures Limited (the Transferor Company) and BF Infrastructure Limited (the Transferee Company) and

their respective shareholders and creditors is dispensed with in view of consent given by sole Secured Creditor of the Applicant Company, which are annexed as Exhibits "H1" to the Affidavit in support of the Company Summons for Direction.

4. That convening and holding the meeting of Unsecured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between BF Infrastructure Ventures Limited (the Transferor Company) and BF Infrastructure Limited (the Transferee Company) and their respective shareholders and creditors is dispensed with in view of consent given by sole Unsecured Creditor of the Applicant Company, which are annexed as Exhibits "I-1" to the Affidavit in support of the Company Summons for Direction.

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

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