IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 45 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of RUIA APPARELS PRIVATE LIMITED and PALMERA TRADING AND HOLDING COMPANY PRIVATE LIMITED with SJS TRADING AND HOLDING COMPANY PRIVATE LIMITED. SJS TRADING AND HOLDING COMPANY PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at State Bank Bldg., Annexe 1st Floor, Bank Street, Fort, Mumbai 400 023. ) ) ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 29th January, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 7th day of January, 2010 and further Affidavit dated 25th January, 1 2010 of Mr. S. G. Bhora, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of RUIA APPARELS PRIVATE LIMITED, the First Transferor Company and PALMERA TRADING AND HOLDING COMPANY PRIVATE LIMITED, the Second Transferor Company with SJS TRADING AND HOLDING COMPANY PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibits “H-1” to “H-4” to the affidavit in support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant Company as mentioned in paragraph 19 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. 3. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on 21st November, 2009 and in view of the averment made in paragraph 4 of the further Affidavit in support of the Summons for Directions that the reduction of share capital of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to 2 any shareholder of any paid up share capital and that the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is not required and is dispensed with (S. J. Kathawalla, J.) 3