IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 758 OF 2010 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 Riteline Exports Private Limited (‘Riteline’ or ‘the Transferor Company’) With Aarti Management Consultancy Private Limited (‘Aarti’ or ‘the Transferee Company’) And their respective shareholders RITELINE EXPORTS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 18, Ali Chambers, 2nd Floor, Nagindas Master Road, Fort, Mumbai – 400001. ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. J. Vazifdar, J. Date: 26th November, 2010 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th November, 2010 of Mr. Hitesh Kanani, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of Riteline Exports Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Amalgamation of Riteline Exports Private Limited, the Transferor Company with Aarti Management Consultancy Private Limited , the Transferee Company and their respective shareholders is dispensed with in 2 view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D1’ and ‘D2’ to the affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 15 of the affidavit in support of the Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Riteline Exports Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Riteline Exports Private Limited, the Transferor Company with Aarti Management Consultancy Private Limited, the Transferee Company and their respective shareholders be dispensed with in view of the consents given by 2 (two) out of 3 (three) of the Unsecured Creditors of the Applicant Company, representing 90.44% in value terms, which are annexed as Exhibits ‘F1’ and ‘F2’ to the affidavit in support of the 3 Summons for Direction and in view of the averments made in paragraph 16 of the said Affidavit. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon the remaining 1 (one) Unsecured Creditor whose consent is not obtained and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. (S. J. Vazifdar, J.) 4