Riaan Ventrues Pvt. Ltd. v. -

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IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 134 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 Scheme of Arrangement and Demerger of Erudite Eduventures Private Limited (Demerged Company) with Riaan Ventures Private Limited (Resulting Company) Riaan Ventures Private Limited ) a Company incorporated under the ) Companies Act 1956 and ) having its registered office at ) Friendship Center, Near Agripada Police ) Station, Opp YMCA Garden, Mumbai ) Central (east) ,Mumbai - 400011 ) ...Applicant Company Called for Summons for Direction for Hearing Mr. Ramesh Saraogi, Advocate for the Applicant Coram : K R Shriram.J Date :- 26 th 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 18 th December, 2015 of Mr. Trilok Chandak, 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 Arrangement and Demerger between Erudite Eduventures Private Limited and Riaan Ventures Private Limited is dispensed with in view of the consent given by all the five Equity Shareholders of the Applicant Company, which is annexed as Exhibit - "C-1" to "C-5" to the Affidavit in Support of the Summons For Directions.

2. There are no Secured Creditors in the Applicant Company as stated in para 16 of the Affidavit in Support of Summons for Directions, hence the question of convening and holding the meeting of Secured Creditors of the Applicant Company does not arise.

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3. There are no Unsecured Creditors in the Applicant Company as stated in para 17 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 does not arise. The Applicant herein undertakes to publish notice of hearing of the Petition in the two local newspapers i.e. Free Press Journal in English language and translation thereof in Navshakti in Marathi language both having circulation in Mumbai. The said undertaking is accepted. (K R Shriram.J.) CERTIFICATE I certify that the order uploaded is a true copy of original signed order. Uploaded by Shankar Gawade, Stenographer