1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 436 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 Kisan Ratilal Choksey Shares and Securities Private Limited, } a Company incorporated under the provisions of the } Companies Act, 1956 having its registered office at } 1102, 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 13th 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 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 “G1” to “G13” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding the meeting of Secured 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 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 13 of the Affidavit in support of Company Summons for Direction, inter alia, stating that 3 there is no compromise and / or arrangement with the creditors as no sacrifice is called for. The rights of the Secured Creditors are not affected and there is no reduction in amounts payable to the creditors. The Applicant Company has also given an undertaking to obtain consent letter of its 1 (one) Secured Creditor constituting 99.99% of the total secured loans as on 31st March 2011 and to serve an individual notice of hearing of Petition by R.P.A.D. to other Secured Creditor and also to publish the notice of hearing of Petition in two local newspapers, viz., „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 3. That the convening and holding meeting of 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 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 paragraphs 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 4 391(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 the amount payable to the Creditors. The Applicant is permitted to serve individual notices of hearing of Petition upon all its Unsecured Creditors having a balance of above Rs. 1,00,000/. The Applicant further undertakes to publish the notice of hearing of Petition in two local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 4. That in view of averments made in paragraphs fifteen of the Affidavit in support of Company Summons for Direction, inter alia stating that the proposed reduction of capital does not involve any financial outlay /outgo on the part of the Applicant Company and is only in the nature of a book entry and that such reduction will not cause any prejudice to the creditors as the same does not involve either a diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid-up share capital, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is dispensed. (S.J. KATHAWALLA, J)