1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 739 OF 2011 In the matter of the Companies Act, 1956 (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 UNIVERSAL PREMISES AND TEXTILES PRIVATE LIMITED (Transferor Company) With RAJPUT RETAIL LIMITED (Transferee Company) And Their respective Shareholders and Creditors Universal Premises and Textiles ) Private Limited, a Company ) Incorporated under the Companies ) Act, 1956, having its Registered ) Office at 219/C Shreyas Industrial ) Estate, Goregaon (East), ) Mumbai – 400 063. )...Applicant Company (Transferor Company) Called Summons for Direction Coram : S. C. Dharmadhikari, J Dated : 16th December , 2011. Mr. Pushkar P. Patankar, Advocate for Applicant M I N U T E S OF O R D E R UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr. Pushkar. 2 P. Patankar, Advocate for the Applicant AND UPON READING the Affidavit dated 17th November, 2011 of Mr. Vijay Rajendraprasad Gupta, Director of the Applicant Company, in Support of the Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED THAT : 1. The convening and holding the meeting of the 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 Universal Premises and Textiles Private Limited, the “Transferor Company” with Rajput Retail Limited, the “Transferee Company” is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C – 1 and C – 2 to the Affidavit in Support of the Summons for Directions. 2. There are no Secured Creditors of Universal Premises and Textiles Private Limited, the Applicant / Transferor Company as stated in paragraph 16 of the Affidavit in Support of the Summons for Direction, hence, the question of convening and holding the meetings of Secured Creditors does not arise. 3. The convening and holding the meeting of the Unsecured Loan Creditor 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 Universal Premises and Textiles Private Limited, the 3 “Transferor Company” with the Rajput Retail Limited, the “Transferee Company” is dispensed with in view of the consent given by the sole Unsecured Loan Creditor which is annexed as Exhibit E – 1 to the Affidavit in Support of Summons for Direction. 4. There are no Unsecured Sundry Creditors of Universal Premises and Textiles Private Limited, the Applicant / Transferor Company as stated in paragraph 18 of the Affidavit in Support of the Summons for Direction, hence, the question of convening and holding the meetings of Unsecured Sundry Creditors does not arise. ( S. C. Dharmadhikari, J