Smartcareer Placement Solutions Pvt. Ltd. v. -

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 19 OF 2016 In the matter of the Companies Act, 1956;

And In the matter of Section 391 to 394 of the Companies Act, 1956;

And In the matter of the Scheme of Amalgamation of Nine Buildcon Private Limited and Smart Career Placement nd Solutions Private Limited with SGR Ventures Private Limited.

Smart Career and Placement Solutions Private Limited ) a Company incorporated under the ) Companies Act 1956 and ) having its registered office at ) Friendship Centre, Opp YMCA Garden ) Mumbai Central (East), Agripada, ) Mumbai - 400 011 ) ...Applicant Company Called for Summons for Direction for Hearing Mr. Anup Khetan I/b Mr. Ramesh Saraogi, Advocate for the Applicant Coram : K R Shriram.

Date :- 11th February, 2016

- 2 - MINUTES OF THE ORDER Upon the Application of the Company above named by a Summons for Direction AND UPON HEARING Mr. Ramesh Saraogi, Advocate for the Applicant Company AND UPON READING the Affidavit in Support dated 27th November, 2015 of Mr. Pravin Pohankar, Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:-

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 Nine Buildcon Private Limited and Smart Career Placement and Solutions Private Limited with SGR Ventures Private Limited is dispensed with in view of the consent given by all the three Equity Shareholders of the Applicant Company, which is annexed as Exhibit - "C-1" to "C-3" to the Affidavit in Support of the Summons For Directions.

2. There are no Secured Creditors in the Applicant Company as stated in para 22 of the Affidavit in Support of Summons for Directions, hence the question of convening and holding the meeting of 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 Nine Buildcon Private Limited and Smart Career Placement and Solutions Private Limited with SGR Ventures Private Limited does not arise.

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3. There are no Unsecured Creditors in the Applicant Company as stated in para 23 of the Affidavit in Support of Summons for Directions, hence the question of convening and holding the meeting of 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 Nine Buildcon Private Limited and Smart Career Placement and Solutions Private Limited with SGR Ventures Private Limited does not arise. Also the Applicant Company undertakes to publish the notice of date of hearing of the Petition in the news paper "Free Press Journal" in English language and its Marathi translation in the news paper "Navshakti". The undertaking is accepted.

(K R Shriram.) J.

CERTIFICATE I certify that the order uploaded is a true copy of original signed order. Uploaded by S Gawade, Stenographer