1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 660 OF 2011 In the matter of Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956; And In the matter of Prozone Enterprises Private Limited; And In the matter of Composite Scheme of Arrangement and Amalgamation between Provogue (India) Limited; And Prozone Enterprises Private Limited; And Prozone Capital Shopping Centres Limited And their respective shareholders and creditors. Prozone Enterprises Private Limited, a ) company incorporated under the Companies ) Act, 1956 and having its registered Office at ) 105/106, Provogue House, Off New Link Road ) Andheri (West) Mumbai 400053, Maharashtra ) ..Applicant/ Transferor Company 2 Called for Summons for Directions Coram: S. C. Dharmadhikari, J. Dated: 11th November, 2011 Mrs. Cynthia Pereira i/b Rajani Associates, Advocate for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mrs. Cynthia Pereira instructed by Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 21st October, 2011 of Mr. Akhil Chaturvedi, the Director of the Applicant, in support of the Summons for Direction and the Exhibits thereto referred, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant, for the purpose of considering and, if thought fit, approving, the proposed Composite Scheme of Arrangement and Amalgamation of Provogue (India) Limited, the Applicant/Demerged Company and Prozone Enterprises Private Limited, the Transferor Company and Prozone Capital Shopping Centres Limited, the Resulting/Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders which are annexed as Exhibits C-1 to C-8 to the Affidavit in Support of Summons for Direction. 3 2. There are no Secured Creditors of the Applicant Company as stated in paragraph 13 of the Affidavit in support of Summons for Direction, hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, the proposed Composite Scheme of Arrangement and Amalgamation of Provogue (India) Limited, the Applicant/Demerged Company and Prozone Enterprises Private Limited, the Transferor Company and Prozone Capital Shopping Centres Limited, the Resulting/Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by 15 Unsecured Creditors out of 28 Unsecured Creditors which are annexed as Exhibit F-1 to F-15, to the Affidavit in support of Summons for Direction. The Applicant undertakes to serve an individual notice of final hearing for the Petition by Registered Post Acknowledgement Due to its remaining Unsecured Creditors, who have not given their consents to the Scheme. The undertaking is accepted. (S. C. Dharmadhikari, J.)