Knowledge And Talent Hub Private Limited v. 0

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORIDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.120 OF 2015 In the matter of the Companies Act 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 and Arrangement of Knowledge and Talent Hub Private Limited, AND Madhav Realty Holdings Private Limited, AND Madhav Holdings Limited, AND Brijraj Holdings Private Limited, AND Gopi Vallabh Holdings Private Limited WITH Nilyam Holdings Private Limited and Their Respective Shareholders Knowledge & Talent Hub Private ) Limited, A company incorporated ) under provisions of Companies ) Act, 1956 having its registered ) office at, 122, Maker Chambers - ) 3, 12th Floor, Nariman Point, ) Mumbai - 400021 ) ...Applicant Company Called Summons for Direction Mr. Rahul Oak, Advocate for the Applicant

Coram: S. J. Kathawalla, J.

Date : 13th February, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rahul Oak, Advocate for the Applicant Company, AND UPON READING the Affidavit Dated 16th December, 2014 of Mr. Ram Prakash Khatod, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1.

The convening and holding of the meeting of the Equity Shareholders and 10 % Non-Cumulative Convertible 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 and Arrangement of Knowledge and Talent Hub Private Limited and Madhav Realty Holdings Private Limited and Madhav Holdings Limited and Brijraj Holdings Private Limited and Gopi Vallabh Holdings Private Limited with Nilyam Holdings Private Limited and Their Respective Shareholders, is dispensed with in view of the Consolidated consents given by Both the Equity Shareholders and 10 % Non-Cumulative Convertible Preference Shareholders of the Applicant Company, which are annexed as Exhibits "H-1" and "H-2" to the Affidavit in support of Summons for Direction.

2.

That there are no Secured Creditors and Unsecured Creditors of the Applicant Company as stated in paragraph Nos. 27 and 28 respectively, of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors and Unsecured Creditors of the Applicant Company does not arise.

(S. J. Kathawalla, J.)