City Limouzines

N THE HIGH COURT OF JUDICATURE OF BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY APPLICATION NO.932 OF 2009

In the matter of Companies Act, 1956

And

In the matter of Sections 391 of the

Companies Act, 1956;

And

In the matter of Scheme of Compromise

between City Realcom Ltd. having its

registered Head office at 96, B-wing, 9th

Floor, Mittal Towers, Nariman Point,

Mumbai 400021

And

Its Creditors

City Realcom Ltd. a Limited

Company registered under the

Companies Act, 1956 having its

Registered office at 96, B-wing,

9th Floor, Mittal Towers,

Nariman Point, Mumbai 400021

through its Director Manoj

Vighe, Adult, Indian Inhabitant

having Addresss at 96 “B” Wing,

Mittal Towers, Nariman Point,

Mumbai 400021

)

)

)

)

)

…. Applicant Company

CALLED SUMMONS FOR DIRECTIONS:

Coram: S. J. Kathawalla J.

Date: 9th September 2009

Mrs. Alpana Ghone alongwith Mr. Simil Purohit with Adv. Virendra Maurya

and Adv. Nirmala Bhosale i/b V. N. Associates, for Applicant

1

MINUTES OF THE ORDER

UPON the Application of the Applicant Company abovenamed by the

Summons for Directions AND UPON HEARING Mr. Simil Purohit, Council

with Mr. Virendra Maurya i/b. V. N. Associates Advocates, for the Applicant

Company, AND UPON READING the Affidavit dated 21st August 2009 of

Manoj Vighe, the Director of the Applicant Company in support of Summons

for Directions and the Exhibits therein referred to; IT IS ORDERED:

1. That a meeting of Class “A” Creditors(as defined in the Proposed

Scheme) of the Applicant Company be convened and held on

Wednesday, the 7th day of October 2009 at 11:00 O’ clock, for the

purpose of considering and, if though fit, approving, with or without

modification, the proposed scheme of arrangement of Applicant

company with its creditors at Garware Club, (Wankhade Stadium), DRoad,

Churchgate, Mumbai 400 020.

1. That a separate meeting of Class “B” Creditors(as defined in the

Proposed Scheme) of the Applicant Company be convened and held

on Wednesday, the 7th day of October 2009 at 3:00 p.m., for the

purpose of considering and, if though fit, approving, with or without

modification, the proposed scheme of arrangement of the Applicant

company with its Creditors at Garware Club, (Wankhade Stadium),

D- Road, Churchgate, Mumbai 400 020.

2

1. That at least 21 clear days before the date of the aforesaid two

respective meetings to be held as aforesaid, an advertisement

convening the said meetings, indicating the day, the date, the place

and time aforesaid stating that copies of the Scheme, Notice, the

Explanatory Statement required to be furnished pursuant to section

393 of the Companies Act 1956 and Forms of Proxy can be obtained

free of charge at the Registered Office of the Applicant Company, be

published once each in two local newspaper, viz, “Free Press Journal”

in English and in “Maharashtra Times” in the Marathi both having

circulation in Mumbai. The publication of the Advertisement in the

Maharashtra Government Gazette is dispensed with.

1. That, in addition, at least 21 clear days before the date of the

aforesaid two respective meetings to be held as aforesaid, a notice

convening the said meetings indicating the day, the date, the place

and time aforesaid, together with a copy of the said Scheme, a copy

of the Explanatory Statement required to be furnished pursuant to

Section 393 of the Companies Act 1956 and the prescribed Forms of

Proxy, shall be sent by pre-paid letter under Certificate of Posting

addressed to each of the Class “A” and Class “B” Creditors of the

Applicant Company at their respective registered or last known

addresses.

3

1. That the settling and approving of the form of advertisement, Form of

proxy, the form of notice, the Explanatory Statement required to be

furnished pursuant to Section 393 of the Companies Act, 1956 to

accompany the notice by the Company Registrar of this Court is

dispensed with. The Applicant Company undertakes to:

a. Advertise the Notice convening Meetings as per Form

No.38(Rule 74)

b. Issue statement containing all the particulars as per

Section 393 and other applicable provisions, if any, of

the Companies Act, 1956

c. Issue Form of Proxy as per Form No.37

d. Issue Notice convening meeting as per Form No.36

(Rule 73)

The undertaking is accepted.

1. Mr. Kesar Baig, Accountant, failing him, Ms. Nirmala K. Bhosale,

Advocate, failing him, Mr. Akram Khan, Sales Manager, failing him,

Mr. Rajiv Lamba, Executive Director, is appointed as the Chairman of

the both meetings of Class “A” and Class “B” Creditors, to be held on

7th October 2009.

1. The quorum of the meeting of Class “A” Creditors is fixed at 20 Class

“A” Creditors present in person or by proxy or through Authorised

Representative.

4

1. The quorum of the meeting of Class “B” Creditors is fixed at 20 Class

“B” Creditors present in person or by proxy or through Authorised

Representative.

1. That the Chairman appointed for the aforesaid two meetings to issue

advertisement and sent out notices of the aforesaid meetings referred

to above. The Chairman is free to avail the services of the Applicant

Company or any agency for carrying out the said directions. It is

further directed that the Chairman of the meetings shall have all

powers under the Articles of Association of the Applicant and the

under the Companies(Court) Rules 1959 in relation to the conduct for

the meetings including an amendment to the Scheme or Resolution if

any, proposed at the meetings by any person(s) and to ascertain the

decision of the meetings on a poll.

1. That voting by proxy/authorized representative is permitted, provided

that the proxy in the prescribed form / authorization duly signed by the

person entitled to attend and vote at the aforesaid meetings or by his

authorized representative, is filed with the Applicant at its Registered

officer at 102, B-wing, 10th Floor, Mittal Towers, Nariman Point,

Mumbai 400021, not later than 48 hours before the said respective

meetings as per Rule 70 of the Company(Court) Rules 1959.

1. That the value of the each creditor shall be in accordance with the

records or registers of the Applicant Company and where the entries

5

in the books are disputed the Chairman shall determine the value for

the purpose of the meetings.

1. That the Chairman shall report to this Court the result of the said

meetings within 14 days of the conclusion of the respective meetings

and the said report shall be verified by his Affidavit.

1. In view of the averments made in paragraph No.10 of the Affidavit in

Support of Summons for Directions, the convening and holding of the

meetings of the Shareholders and the Un-Secured Creditors of the

Applicant Company are dispensed with.

1. Certified copy be expedited

Company Judge

6