Host Buildwell Private Limited & Others

1. This joint first motion Application under Sections 391 to 394 of the Companies Act, 1956 (for short Act) is in connection with a Scheme of Amalgamation (for short “Scheme”) of Host Buildwell Private Limited (hereinafter referred to as Applicant-1/Transferor Company-1) and Landmark Buildmart Private Limited (hereinafter referred to as Applicant-2/Transferor Company-2) and Starvision Services Private Limited (hereinafter referred to as Applicant-3/Transferor Company-3) with Spectacle Advisory Solutions Private Limited (hereinafter referred to as Applicant- 4/Transferee Company) (hereinafter all Companies collectively referred to as “Applicant Companies”) and their respective Shareholders. The Scheme has been enclosed as Annexure A to the present Application. 2014:DHC:2527

2. The Registered Offices of all the Applicant Companies is situated at New Delhi, within the jurisdiction of this Hon’ble Court.

3. The details with regard to the date of incorporation of the Applicant Companies, their authorized, issued, subscribed and paid up capital have been set out in the application.

4. The Certified true copy of the Memorandum and Articles of Association, latest Audited Accounts as on 31.03.2013 of the Applicant Companies have also been enclosed with the Application.

5. The Learned Counsel for the Applicant Companies submits that no proceeding under Sections 235 to 251 of the Act is pending against the Applicant Companies as on the date of the present Application.

6. The proposed scheme has been approved by the Board of Directors of all the Applicant Companies. Certified true copies of the Board Resolutions have been filed along with the Application.

7. The status of the equity shareholders, secured and unsecured creditors of the Applicant Companies and the consents obtained from them for the proposed scheme is clearly apparent from the chart given in the application which is as follows:- Company No. of Share holder Consent Given No of Secured Creditor Consent Given No of Unsecured Creditor Consent Given Applicant 1 (Transferor 1) 12 12 Nil NA 1 1 Applicant 2 12 12 Nil NA 2 1 2) (97.88% in value and 50% in number) Applicant 3

3) 29 29 Nil NA 20 19 (98.54% in value and 95% in number) Applicant 4 (Transferee Co.) 2 2 Nil NA 16 16

8. A prayer has been made for dispensation of the requirement of convening meetings of equity shareholders and unsecured creditors of the Applicant Companies. It is stated that the equity shareholders and unsecured creditors have duly given their no objection certificates for the approval of the proposed scheme.

9. In view of the written consents/NOC obtained and averments made in application, body corporate, consents are supported by board resolution, the requirement of convening meeting of equity shareholders of all Applicant Companies and unsecured creditors of Transferor No. 1 and Transferor No.4 is dispensed with.

10. In view of the written consents/NOC given by 97.88% in value and 50% in number of unsecured creditor of Transferor Company 2, the requirement of convening the meeting of Transferor Company 2 is dispensed with.

11. In view of the written consents/NOC given by 98.54% in value and 95% in number of unsecured creditor of Transferor Company 3, the requirement of convening the meeting of Transferor Company 3 is dispensed with.

12. Since Applicant Companies does not have any secured creditors, hence the requirement of convening the meeting of secured creditors does not arise

10. The application stands allowed in above terms.

SANJEEV SACHDEVA, J MAY 12, 2014