Chinnar Securities Private Limited (‘First v. K S Raju Associates and Estates Private Limited

Chinnar Securities Private Limited (‘First Demerged Company’) And K S Raju Associates and Estates Private Limited (‘First Transferor Company’) And K S Raju and Associates Holdings Private Limited (‘Second Demerged Company’)And KRR Holdings Private Limited (‘Third Demerged Company’) And Nagarjuna Housing Development Finance Limited (‘Second Transferor Company’) And Saveri Chemicals Private Limited (‘Third Transferor Company’) And Nagarjuna Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) And their respective Shareholders. NAGARJUNA MANAGEMENT SERVICES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 305, Swasthik Society, Road No. 3, Juhu Scheme, ) ) ) ) ) Vile Parle (W), Mumbai 400 049 Called Summons for Direction ) ……..Applicant Company CORAM: S.J VAZIFDAR.J DATE: 13th February 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant 2 MINUTES OF ORDER IT IS ORDERED THAT: (a) That the convening and holding of the meeting of the members holding Equity Shares of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement and Amalgamation between Chinnar Securities Private Limited (‘First Demerged Company’) and K S Raju Associates and Estates Private Limited, (‘First Transferor Company’) and K S Raju and Associates Holdings Private Limited, (‘Second Demerged Company’) and KRR Holdings Private Limited (‘Third Demerged Company’) and Nagarjuna Housing Development Finance Limited (‘Second Transferor Company’) and Saveri Chemicals Private Limited, (‘Third Transferor Company’) and Nagarjuna Management Services Private Limited, the Applicant (‘The Resulting Company’ or ‘The Transferee Company’) and their respective shareholders is dispensed with in view of consents given by all the Equity Share Shareholders of the Applicant Company, as per their letters of consent annexed as Exhibit Q1 to Q5 to the affidavit dated 9th day of February 2009 of Mr. T V Dwarakanath, constituted Attorney of Mr. K Ravindra, Director of the Applicant Company in support of the Summons for Directions. (b) That the convening and holding of the meeting of the members holding Class ‘A’ equity shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement and Amalgamation between Chinnar Securities Private Limited, (‘First Demerged Company’) and K S Raju Associates and Estates Private Limited, (‘First Transferor Company’) and K S Raju and Associates Holdings Private Limited, (‘Second Demerged Company’) and KRR Holdings Private Limited (‘Third Demerged Company’) and Nagarjuna Housing Development Finance Limited (‘Second Transferor Company’) and Saveri Chemicals Private Limited, (‘Third Transferor Company’) and Nagarjuna Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) and their respective shareholders is dispensed with in view of consents given by all the Class A 3 Equity Shareholders of the Applicant Company, as per their letter of consent annexed as Exhibit R1 & R2 to the affidavit dated 9th day of February 2009 of Mr. T V Dwarakanath , Constituted Attorney of Mr. K Ravindra, Director of the Applicant Company in support of the Summons for Directions. (c) That the convening and holding of the meeting of the members holding Preference shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement and Amalgamation between Chinnar Securities Private Limited, (‘First Demerged Company’) and K S Raju Associates and Estates Private Limited, (‘First Transferor Company’) and K S Raju and Associates Holdings Private Limited, (‘Second Demerged Company’) and KRR Holdings Private Limited (‘Third Demerged Company’) and Nagarjuna Housing Development Finance Limited (‘Second Transferor Company’) and Saveri Chemicals Private Limited, (‘Third Transferor Company’) and Nagarjuna Management Services Private Limited (‘The Resulting Company’ or ‘The Transferee Company’) and their respective shareholders is dispensed with in view of consents given by all the Preference Shareholders of the Applicant Company, as per their letter of consent annexed as Exhibit S1 to S6 to the affidavit dated 9th day of February 2009 of Mr. T V Dwarakanath , Constituted Attorney of Mr. K Ravindra, Director of the Applicant Company in support of the Summons for Directions. (d) That the convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement and Amalgamation between Chinnar Securities Private Limited, (‘First Demerged Company’) and K S Raju Associates and Estates Private Limited, (‘First Transferor Company’) and K S Raju and Associates Holdings Private Limited, (‘Second Demerged Company’) and KRR Holdings Private Limited (‘Third Demerged Company’) and Nagarjuna Housing Development Finance Limited (‘Second Transferor Company’) and Saveri Chemicals Private Limited, (‘Third Transferor Company’) and Nagarjuna Management Services Private Limited 4 (‘The Resulting Company’ or ‘The Transferee Company’) and their respective shareholders is dispensed with in view of avernments made in paragraphs forty three and forty four of the affidavit dated 9th day of February 2009 of Mr. T V Dwarakanath , Constituted Attorney of Mr. K Ravindra, Director of the Applicant Company in support of the Summons for Directions. Applicant Company undertakes to give individual notices to all it secured and unsecured creditors and also publish notices in newspapers of the date of hearing of petition.. The said undertaking is accepted. (e) That in view of the averment made in paragraph forty five of the affidavit dated 9th day of February 2009 of Mr. T V Dwarakanath , Constituted Attorney of Mr. K Ravindra, Director of the Applicant Company in support of the summons for directions stating that the Applicant Company having passed special resolution in the extra ordinary general meeting of the Equity Shareholders, Class ‘A’ Equity Shareholders and Preference Shareholders held on 31st day of March, 2008 and such cancellation of Equity Share Capital (other than Class A Equity Shares) and Preference Share Capital and utilization of Securities Premium Account does not involve either diminution of liabilities in respect of unpaid share capital or payment to any Shareholder of any paid up Share Capital, the procedure prescribed under section 101 of the Companies Act 1956 is dispensed with for Equity Shareholders, Class A Equity Shareholders and Preference Shareholders. (S. J. VAZIFDAR, J)