1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 356 OF 2011 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of (1) Aavaran Textiles Private Limited, (2) Jagadanand Investments and Trading Company Private Limited, (3) Jagdishvar Investments and Trading Company Private Limited and (4) Sanatan Textrade Private Limited ( “Transferor Companies”) with Relcom Venture Capital Private Limited (“Transferee Company”) Sanatan Textrade Private Limited, ) a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 84-A, Mittal Court, 8th Floor, 224, ) Nariman Point, Mumbai - 400 021, Maharashtra ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram : S. J. Kathawalla J. Date : 17th June, 2011 Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company. 2 MINUTES OF THE ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 10th May 2011 of Shri Hitesh M. Vora, Authorised Signatory 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 Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Aavaran Textiles Private Limited, Jagadanand Investments and Trading Company Private Limited, Jagdishvar Investments and Trading Company Private Limited and Sanatan Textrade Private Limited, the “Transferor Companies”, with Relcom Venture Capital Private Limited, the “Transferee Company”, is dispensed with in view of the Applicant Company having obtained the consents in writing of all its Equity Shareholders, which are annexed as Exhibits “C1” to “C7” to the Affidavit in Support of the Summons for Direction. [2] That the question of convening and holding the meeting of Preference Shareholders does not arise in view of the Applicant Company having no Preference Shareholders as stated in Paragraph 13 of the Affidavit in Support of the Summons for Direction. [3] That the question of convening and holding the meeting of Secured Creditors does not arise in view of the Applicant Company having no Secured Creditors as stated in Paragraph 14 of the Affidavit in Support of the Summons for Direction. 3 [4] That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Aavaran Textiles Private Limited, Jagadanand Investments and Trading Company Private Limited, Jagdishvar Investments and Trading Company Private Limited and Sanatan Textrade Private Limited, the “Transferor Companies” with Relcom Venture Capital Private Limited, the “Transferee Company”, is dispensed with in view of the averments made by the Applicant Company in Paragraph 15 of the Affidavit in Support of the Summons for Direction. (S. J. Kathawalla, J.)