1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 474 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) Hercules Investments Private Limited, (2) Nikhil Investments Company Private Limited and (3) Real Fibres Private Limited with (4) Reliance Consolidated Enterprises Private Limited Nikhil Investments Company Private Limited ) a company incorporated under the Companies ) Act, 1956 and having its registered office at ) 84-A, Mittal Court, 8th Floor, 224, Nariman Point, ) Mumbai - 400 021, Maharashtra. ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram: S. J. Vazifdar, J. Date : 2nd July 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 25th June 2010 of Shri Hitesh Vora, Director 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 both its Equity Shareholders, which are annexed as Exhibit “F1” and Exhibit “F2” 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 Hercules Investments Private Limited, Nikhil Investments Company Private Limited and Real Fibres Private Limited (the “Transferor Companies”) with Reliance Consolidated Enterprises Private Limited (the “Transferee Company”), is dispensed with; [2] That the Applicant Company has no Preference Shareholders, as stated in Paragraph 13 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Preference Shareholders does not arise; [3] That the Applicant Company has no Secured Creditors, as stated in Paragraph 14 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 no Unsecured Creditors except current liabilities arising in ordinary course of business as stated in Paragraph 15 of the Affidavit in Support of the Summons for Direction, the convening and holding 3 of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Hercules Investments Private Limited, Nikhil Investments Company Private Limited and Real Fibres Private Limited (the “Transferor Companies”) with Reliance Consolidated Enterprises Private Limited (the “Transferee Company”), is dispensed with. [5] That in view of the averments made in Paragraphs 16 to 19 of the Affidavit in support of Summons for Direction, Reliance Consolidated Enterprises Private Limited, the Transferee Company is not required to file a separate Application / Petition for obtaining sanction to the present Scheme. (S.J. Vazifdar, J.)