1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 83 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956 (Act I of 1956); And In the matter of the Scheme of Amalgamation and Arrangement of Raymond Apparel Limited and Solitaire Fashions Limited and their respective shareholders and creditors; And In the matter of Raymond Apparel Limited. Raymond Apparel Limited, ) a company incorporated under the Indian ) Companies Act, 1913 having its registered ) office at New Hind House N.M. Marg, ) Ballard Estate, Mumbai 400001 ) ….. Applicant Called Summons for Direction. CORAM: S.J. Kathawala J. DATE: 4th February 2010 Ms. Saeeda Bandukwala i/by J. Sagar Associates, Advocates for the Applicant. 2 MINUTES OF THE ORDER Upon the application of the abovementioned Company by Summons and UPON HEARING Ms. Saeeda Bandukwala, Counsel instructed by J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit dated 22nd January 2010 of Mr. Arun Agarwal, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the requirement of convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation and Arrangement of Raymond Apparel Limited, the Applicant and Solitaire Fashions Limited, the Transferee Company, is hereby dispensed with, in view of the letters of consent received from all the Equity Shareholders of the Applicant, giving their consent to dispense with the said meeting which is annexed as Exhibits G-1 to G-7 to the Affidavit in support of the Summons for Directions. 3 2. That the requirement of convening and holding the meeting of the Preference Shareholders of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation and Arrangement Raymond Apparel Limited, the Applicant and Solitaire Fashions Limited, the Transferee Company, is hereby dispensed with, in view of the letters of consent received from the only Preference Shareholder of the Applicant, giving its consent to dispense with the said meeting which is annexed as Exhibit H to the Affidavit in support of the Summons for Directions. 3. That the requirement of convening and holding the meeting of the Secured Creditors of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation and Arrangement of Raymond Apparel Limited, the Applicant and Solitaire Fashions Limited, the Transferee Company, is hereby dispensed with, in view of the letters of consent received from all the Secured Creditors and Lenders of the Applicant, giving their consent to dispense with the said meeting which is annexed as Exhibits J-1 to J-3 to the Affidavit in support of the Summons for Directions. 4 4. That the requirement of convening and holding the meeting of the Unsecured Lenders of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation and Arrangement of Raymond Apparel Limited, the Applicant and Solitaire Fashions Limited, the Transferee Company, is hereby dispensed with, in view of the letters of consent/no objection received from all the unsecured lenders of the Applicant, giving their consent to dispense with the said meeting which is annexed as Exhibits J-2, J-3 and L and to the Affidavit in support of the Summons for Directions. 5. That in view of the averments made and the undertaking given in paragraph 12 of the Affidavit of Arun Agarwal dated 22nd day of January 2010 in support of the Summons for Directions, the meeting of the unsecured creditors of the Applicant to seek their approval to the Scheme of Amalgamation and Arrangement be and is hereby dispensed with. The Applicant undertakes to give individual notice of hearing of the Petition for sanction of the Scheme of Amalgamation and Arrangement, by R.P.A.D. to all 5 its unsecured creditors of the value above Rs. 10,000/-. The undertaking is accepted. (S.J. KATHAWALLA, J.)