IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 262 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of PROGARD TEXTILES (INDIA) PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN PROGARD TEXTILES (INDIA) PRIVATE LIMITED … Transferor Company AND S. KUMARS UNITEXX LIMITED …Transferee Company PROGARD TEXTILES (INDIA) PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Niranjan, 99, Marine Drive, Mumbai- 400 002 … Applicant / Transferor Company Called Summons for Direction Coram: S. J. Vazifdar, J. Dated: 29th April, 2011 2 Mr. Rizvi Nasir Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of PROGARD TEXTILES (INDIA) PRIVATE LIMITED, the Applicant above named by a Summons for Direction AND UPON hearing Mr. Nasir Ali, Advocate for the Applicant Company and upon reading the Affidavit dated 13th April, 2011 of Ms. Rekha Jagdale, Director for the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:- 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Progard Textiles (India) Private Limited, Applicant / Transferor Company with S. Kumars Unitexx Limited the Transferee Company is dispensed with, in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits ‘D-1 to D-7’ to the Affidavit – in – Support of the Summons for directions. 2. There are no Secured Creditors of the Applicant/ Transferor Company, as stated in paragraph 24 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding meeting of the Secured Creditors does not arise. 3 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant/Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Progard Textiles (India) Private Limited, Applicant / Transferor Company with S. Kumars Unitexx Limited, the Transferee Company is dispensed with in view of the consents as given by 2 out of 3 Unsecured creditors of the Applicant/Transferor Company, which are annexed as Exhibits “E1 and E2” to the Affidavit-in- support of the Summons for Directions and in view of the averments made in paragraph 25 of the Affidavit-in-support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of petition by Registered Post A.D. to its remaining sole Unsecured creditor whose consent is not obtained. The said undertaking is accepted. (S. J. Vazifdar, J.)