1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 824 OF 2010. In the matter of the Companies Act 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 Ace Portfolio And Finance Private Limited, the First Transferor Company and Lexus Holdings And Finance Private Limited, the Second Transferor Company and Manjushree Holdings Private Limited, the Third Transferor Company with Vijayshree Holdings Private Limited, the Transferee Company VIJAYSHREE HOLDINGS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Temple Terrace, 55, Forjett Street, Mumbai-400 036. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date:16th December, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER 2 UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 8th December, 2010 of Mr. Indra Kumar Pugalia, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of ACE PORTFOLIO AND FINANCE PRIVATE LIMITED, the First Transferor Company, LEXUS HOLDINGS AND FINANCE PRIVATE LIMITED, the Second Transferor Company, MANJUSHREE HOLDINGS PRIVATE LIMITED, the Third Transferor Company with VIJAYSHREE HOLDINGS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “J-1” and “J-2” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured and Unsecured Creditors of the Applicant Company as stated in paragraph 25 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. 3. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on 22nd November, 2010 and in view of the averments made in 3 paragraph 26 of the Affidavit in support of the Summons for Direction that the reduction of Equity Share Capital of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. (S. J. Vazifdar, J)