IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 228 OF 2011 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 Scheme of Amalgamation of Rivian International Private Limited with Phulchand Exports Private Limited And In the matter of their Shareholders and Creditors Phulchand Exports Private Limited, a company incorporated under the Companies Act, 1956 and having its Registered office at Nirlon House, 4th Floor, 254-B, Dr. Annie Besant Road, Worli, Mumbai-400030, Maharashtra. ) ) ) ) ) …Applicant Company Called Summons for Direction: CORAM : S. J. Vazifdar, J Dated : 8th April, 2011 Mr. Sagar R. Madan, Advocate for Applicant MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons of Direction AND UPON HEARING Mr. Sagar R. Madan, Advocate for Applicant AND UPON READING the Affidavit dated 10th February 2011 of Phulchand R. Agarwal, Director of the Applicant Company in support of the Summons of Direction, and the Exhibits therein referred to, IT IS ORDERED THAT:- 1) The convening and holding the meeting of 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 between Rivian International Private Limited and Phulchand Exports Private Limited is dispensed in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘G-1’ to ‘G -5’ to the Affidavit, in Support of Summons for Direction. 2) The convening and holding the meeting of 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 between Rivian International Private Limited and Phulchand Exports Private Limited, is dispensed in view of the consents given by five out of six Secured Creditors which are annexed as Exhibits ‘H – 1’ to ‘H – 5’ to the Affidavit, in Support of Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Secured Creditors and also to publish the same in one issue each of Free Press Journal in English Language and Maharashtra Times in Marathi circulating in Mumbai. The undertaking is accepted. 3) The convening and holding the meeting of 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 between Rivian International Private Limited and Phulchand Exports Private Limited, is dispensed in view of the consents given by one out of two Unsecured Creditors, which is annexed as Exhibit “I-1” to the Affidavit, in Support of Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in one issue each of Free Press Journal in English Language and Maharashtra Times in Marathi circulating in Mumbai. The undertaking is accepted. 4) The convening and holding the meeting of Trade 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 between Rivian International Private Limited and Phulchand Exports Private Limited, is dispensed in view of the consents given by ten out of thirty eight Trade Creditors, which is annexed as Exhibits “J-1” to “J-10” to the Affidavit, in Support of Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Trade Creditors and also to publish the same in one issue each of Free Press Journal in English Language and Maharashtra Times in Marathi circulating in Mumbai. The undertaking is accepted. (S. J. Vazifdar, J)