1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 566 OF 2010 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of (1) Anadha Trading Private Limited, (2) Anumati Mercantile Private Limited, (3) Bahar Trading Private Limited, (4) Bhumika Trading Private Limited, (5) Eklavya Mercantile Private Limited, (6) Reliance Commercial Infrastructure Private Limited and (7) Reliance Group Enterprises Private Limited with (8) Ekansha Enterprise Private Limited Anumati Mercantile Private Limited, ) a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 147, 14th Floor, Atlanta, Nariman Point, ) Mumbai - 400 021, Maharashtra. ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram: S. J. Kathawalla, J. Date : 27th August 2010 Mr. Arif Doctor i/b M/s. Junnarkar & Associates, 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. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th August 2010 of Shri Bhavin S. Mehta, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- [1] That in view of the Applicant Company having obtained the consents in writing of all its Equity Shareholders, which are annexed as Exhibits “B2” and “B3” to the Affidavit in Support of the Summons for Direction, the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Anadha Trading Private Limited, Anumati Mercantile Private Limited, Bahar Trading Private Limited, Bhumika Trading Private Limited, Eklavya Mercantile Private Limited, Reliance Commercial Infrastructure Private Limited and Reliance Group Enterprises Private Limited (collectively the “Transferor Companies”) with Ekansha Enterprise Private Limited (the “Transferee Company”), is dispensed with; [2] That in view of the Applicant Company having obtained the consents in writing of all its Preference Shareholders, which are annexed as Exhibits “C2” to “C8” to the Affidavit in Support of the Summons for Direction, the convening and holding of the meeting of Preference Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Anadha Trading Private Limited, Anumati Mercantile Private Limited, Bahar Trading Private Limited, Bhumika Trading Private Limited, Eklavya Mercantile Private Limited, Reliance Commercial Infrastructure Private Limited and Reliance Group Enterprises Private Limited (collectively the “Transferor Companies”) 3 with Ekansha Enterprise Private Limited (the “Transferee Company”), is dispensed with; [3] That the Applicant Company has no Secured Creditors, as stated in Paragraph 19 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise; [4] That in view of the Applicant Company having obtained the consent in writing of its sole Unsecured Creditor, which is annexed as Exhibit “E” to the Affidavit in Support of the Summons for Direction and in view of the averments made in Paragraph 20 of the Affidavit in Support of Summons for Direction, the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Anadha Trading Private Limited, Anumati Mercantile Private Limited, Bahar Trading Private Limited, Bhumika Trading Private Limited, Eklavya Mercantile Private Limited, Reliance Commercial Infrastructure Private Limited and Reliance Group Enterprises Private Limited (collectively the “Transferor Companies”) with Ekansha Enterprise Private Limited (the “Transferee Company”), is dispensed with. (S. J. Kathawalla, J.)