1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 103 OF 2011 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation Between Lucera Retail Venture Private Limited and Hoop Retail Ventures Private Limited and Trinity Expositions Private Limited with Gitanjali Lifestyle Limited And their respective shareholders Trinity Expositions Private Limited } a Company incorporated under the provisions of the} Companies Act, 1956 having its registered office at } B-6, 1st Floor, Laxmi Towers, } Bandra Kurla Complex } Bandra (East), } Mumbai – 400 051 }…Applicant Company Called for Summons for Direction Coram: S C Dharmadhikari, J. Date: 11th February, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER 2 UPON the Application of the Applicant Company abovenamed by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 1st day of February, 2011 of Mr. Vijay Agarwal, Authorised Representative of the Applicant Company, in support of Company Summons for Direction and exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Trinity Expositions Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Lucera Retail Venture Private Limited and Hoop Retail Ventures Private Limited and Trinity Expositions Private Limited, the Applicant Company with Gitanjali Lifestyle Limited, the Transferee Company and their respective shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “K1” to “K7” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the Unsecured Creditors of Lucera Retail Venture Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Lucera Retail Venture Private Limited, the Applicant Company and Hoop Retail Ventures Private Limited and Trinity Expositions Private Limited with Gitanjali Lifestyle Limited, the Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph 25 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured 3 Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. 3. There are no Secured Creditors in the Applicant Company, as stated in paragraph 26 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 4. That the filing of a separate Company Summons for Direction and Company Scheme Petition under Section 391 & 394 of the Companies Act, 1956 in respect of the proposed Scheme of Amalgamation by Gitanjali Lifestyle Limited, the Transferee Company is dispensed with in view of the averment made in paragraphs 27 and 28 of the Affidavit in support of the Company Summons for Direction. (S.C. DHARMADHIKARI, J)