V. Nallasenapathy Honble, Member (Technical):UPONthe application of the Applicant Company above named by a Company Notice of AdmissionAND UPON HEARINGMr. Rajesh Shah instructed by Rajesh Shah 81 Co., Advocate for the Applicant Company,AND UPON READINGthe Application along with the Notice of Admission dated 15thday of February, 2018 of Paresh Rathod, Authorized Signatory of the Applicant Company in support of Notice of Admission along with Application and the Exhibits therein referred to,IT IS ORDERED THAT:

1.A meeting of the Equity Shareholders of the Applicant Company be convened and held at Reliance Centre, Near Prabhat Colony Off. Western Express Highway, Santacruz (East) - Mumbai 400055, on 14thday of May, 2018 at 11:00 AM, for the purpose of considering and, if thought fit, approving, with or without modification(s), in the proposed Scheme.

2.A meeting of the Preference Shareholders of the Applicant Company be convened and held at Reliance Centre, Near Prabhat Colony Off. Western Express Highway, Santacruz (East) - Mumbai 400055, on 14thday of May, 2018 at 11.30 AM, for the purpose of considering and, if thought fit, approving, with or without modification(s), in the proposed Scheme.

3.At least 30 clear days before the said meetings of the Equity Shareholders and Preference Shareholder of the Applicant Company to be held as aforesaid, a notice convening the said meeting at the place, day, date and time aforesaid, together with a copy of the Scheme, a copy of the Explanatory Statement required to be sent under Section 230 of the Companies Act, 2013 and the prescribed Form of Proxy, shall be sent by Registered Post or by Air Mail or by courier or by speed post or by hand delivery to each of the Equity Shareholders and Preference Shareholder of the Applicant Company at their respective registered or last known addresses or by e-mail to the registered e-mail address of the Equity Shareholders and Preference Shareholder as per the records of the Applicant Company. The said undertaking is accepted.

4.At least 30 clear days before the Meetings of the Equity Shareholders and Preference Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place, date and time aforesaid and stating that copies of the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and that the form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and shall also be published once each in Free Press Journal in English and Navshakti in Marathi.

5.The Applicant Company undertakes to:

i. issue Notice convening meetings of the Equity shareholders and Preference Shareholder as per Form No. CAA.2 (Rule 6) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

ii. issue Statement containing all the particulars as per Section 230 of the Companies Act, 2013;

iii. issue Form of Proxy as per Form No. MGT-11 (Rule 19) of the Companies (Management and Administration) Rules, 2014; and

iv. advertise the Notice convening meetings as per Form No. CAA.2 (Rule 7) the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The undertaking is accepted.

6.Mr. Murli Manohar Purohit, failing whom Mr. Sanjay Banfa, failing whom Mr. Paresh Rathod is appointed as the Chairperson for the meeting of Equity Shareholders. The Scrutinizer for the meeting shall be U Hegde & Associates, Company Secretaries, Practicing Company Secretary.

7.Mr. Murli Manohar Purohit, failing whom Mr. Sanjay Banfa, failing whom Mr. Paresh Rathod is appointed as the Chairperson for the meeting of Preference Shareholder. The Scrutinizer for the meeting shall be U Hegde & Associates, Company Secretaries, Practicing Company Secretary.

8.The Chairperson appointed for the aforesaid Equity Shareholders and Preference Shareholder Meetings to issue the notices of the said meeting referred to above. The said Chairperson shall have all powers under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the conduct of the meetings, including for deciding procedural questions that may arise or at any adjournment thereof or any other matter including an amendment to the Scheme or resolution, if any, proposed at the meetings by any person(s).

9.The quorum for the aforesaid meeting of the Equity Shareholders shall be as prescribed under Section 103 of the Companies Act, 2013.

10.The quorum for the aforesaid meeting of the Preference Shareholder shall be 1 (one) as there is only one Preference Shareholder in the Applicant Company.

11.The voting by proxy or authorised representative in case of body corporate be permitted, provided that a proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office, not later than, 48 hours before the aforesaid Equity Shareholders and Preference Shareholder meeting as required under Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

12.The value and number of the shares of each member shall be in accordance with the books/register of the Applicant Company or depository records as on the date of this order and where the entries in the books/register/depository records are disputed, the Chairperson of the respective Meetings shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final.

13.The Chairperson of the respective meetings to file an affidavit not less than seven days before the date fixed for the holding of the meeting and do report this Tribunal that the direction regarding the issue of notices and the advertisement have been duly complied with as per Rule 12 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

14.The Chairperson of the respective meetings to report to this Tribunal, the result of the aforesaid meetings within thirty days of the conclusion of the meetings, and the said report shall be verified by his Affidavit as per Rule 14 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

15.That there are no Secured Creditors of the Applicant Company as stated in paragraph 24 of the Company Application.

16.The Counsel for the Applicant submits that since the Scheme is an arrangement between the Applicant Company and their respective shareholders only meetings of the Equity Shareholders and Preference Shareholders is proposed to be held in accordance with the provisions of Section 230(1)(b) of the Companies Act, 2013. This bench hereby directs the Applicant Company to issue notice to its Unsecured Creditors of the Meeting of the Equity Shareholders as required under section 230(3) of the Companies Act, 2013 with a direction that they may submit their representations, if any, to the Tribunal and copy of such representations shall simultaneously be served upon the Applicant Company.

17.The Applicant to serve the notice upon the Regional Director, Western Region, Ministry of Corporate Affairs, Mumbai Maharashtra, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from Regional Director within 30 days of the date of receipt of the notice it will be presumed that Regional Director and/or Central Government has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

18.The Applicant to serve the notice upon the concerned Registrar of Companies, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from the Registrar of Companies within 30 days of the date of receipt of the notice it will be presumed that Registrar of Companies has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

19.At least 30 clear days before the date fixed for hearing, Applicant to serve the notice of hearing of Applicant upon the Official Liquidator, High Court, Bombay pursuant to Section 230(5) of the Companies Act, 2013. The Tribunal is appointing Chartered Account, H.K. Dedhia with remuneration of Rs. 20,000/- for the services. If no response is received by the concerned Tribunal from Official Liquidator within 30 days it may be presumed that Official Liquidator, High Court, Bombay has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

20.The Applicant to serve the notice on the concerned Income Tax Authority within whose jurisdiction the Applicant Companys assessment is made, pursuant to Section 230(5) of the Companies Act, 2013 as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. If no response is received by the Tribunal from the Income Tax Authority within 30 days of the date of receipt of the notice it will be presumed that Income Tax Authority has no objection to the proposed Scheme as per Rule 8 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

21.The Applicant to file an affidavit of service of the directions given by the Tribunal not less than seven days before the date fixed for the holding of the meetings and do report to this Tribunal that the direction regarding the issue of notices have been duly complied with.