1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 435 OF 2011 In the matter of Companies Act, 1956 AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement BETWEEN K R Choksey Retail Private Limited AND Kisan Ratilal Choksey Shares and Securities Private Limited AND their respective Shareholders and Creditors K R Choksey Retail Private Limited, a Company incorporated } under the provisions of the Companies Act, 1956 having } its registered office at1102, P.J Tower, Dalal Street, } Mumbai – 400 001 } ….. Applicant Company Called Summons for Direction Coram: S. J. KATHAWALLA, J DATE : 8TH JULY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant 2 Company, AND UPON READING the Affidavit dated 14th June, 2011 of Mr. Nirav Gandhi, Chief Operating Officer of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That 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 Arrangement between K R Choksey Retail Private Limited and Kisan Ratilal Choksey Shares and Securities Private Limited and their respective Shareholders and Creditors is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” to “C5” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph 13 of the Affidavit in support of Company Summons of 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, with or without modification(s), the proposed Scheme of Arrangement between 3 K R Choksey Retail Private Limited and Kisan Ratilal Choksey Shares and Securities Private Limited and their respective Shareholders and Creditors is dispensed with in view of averments made in paragraph 14 of the Affidavit in support of Company Summons for Direction, inter alia, stating that the present Scheme is an Arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) and not in accordance the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no compromise and/or arrangement with the Creditors as no sacrifice is called for and that the rights of the Unsecured Creditors are not affected as there is no reduction in amount payable to the Creditors. The Applicant Company has also given an undertaking to serve an individual notice of hearing of Petition by R.P.A.D. to its Unsecured Creditors and also to publish the notice of hearing of the Petition in the local newspapers, viz., „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The Undertaking is accepted. (S.J. KATHAWALLA, J)