1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 74 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Reliance Commercial Finance Private Limited (the Transferor Company) with Reliance Capital Limited (the Transferee Company) and their respective shareholders and creditors RELIANCE COMMERCIAL FINANCE PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 570, Rectifier House, Naigaum Cross Road, Next to Royal Industrial Estate, Wadala, Mumbai – 400 031. ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 11th February, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. 2 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 25 th January, 2011 of Ms. Neena Parelkar, Company Secretary of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 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 Amalgamation of Reliance Commercial Finance Private Limited, the Applicant Company with Reliance Capital Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ to ‘J3’ to the Affidavit in support of Summons for Direction. 2. That convening and holding the meeting of the Sole Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Reliance Commercial Finance Private Limited, the Applicant Company with Reliance Capital Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by the Sole Preference Shareholder 3 of the Applicant Company, which is annexed as Exhibit ‘L’ to the Affidavit in support of Summons for Direction. 3. That the convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s),the proposed Scheme of Amalgamation of Reliance Commercial Finance Private Limited, the Applicant Company with Reliance Capital Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Secured Creditors. The Applicant Company also undertakes to publish the notice of the hearing of the Petition in one issue each of a daily news paper, viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 4. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Reliance Commercial Finance Private Limited, the Applicant Company with Reliance Capital Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors. The 4 Applicant Company also undertakes to publish the notice of the hearing of the Petition in one issue each of a daily news paper viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 5. That the filing of a separate Company Summons for Direction, and separate Company Scheme Petition in relation to the said Scheme by the Reliance Capital Limited, the Transferee Company, is dispensed with in view of the averments made in paragraphs 19 to 21 of the Affidavit in Support of Summons for Direction. (S. C. Dharmadhikari, J.)