1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 191 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) Akashdeep Holdings and Trading Private Limited, (2) Alpha Merchandise Private Limited, (3) Bluechip Merchant Bankers Private Limited, (4) Chinar Advertising and Marketing Private Limited, (5) Dhara Mercantile Private Limited, (6) Jeevan Merchandise Private Limited, (7) Mercury Mercantile Private Limited, (8) Mikantra Trading Private Limited, (9) Namrata Detergents Private Limited, (10) Nirali Trading Private Limited, (11) Nirnay Tradecom Private Limited, (12) Oasis Mercantile Private Limited, (13) Paramount Merchant Bankers Private Limited, (14) Raj-Vikram Investments Private Limited, 2 (15) Relog Distribution Private Limited, (16) Relog Petro Marketing Private Limited, (17) Relog Warehousing Private Limited, (18) Sparkle Merchandise Private Limited, (19) Sushobhit Traders Private Limited, (20) Swadee Chemicals Private Limited, (21) Venus Merchandise Private Limited and (22) Xenon Commercial Private Limited with Monica Texturising Private Limited. Raj-Vikram Investments Private Limited, ) a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 1203-06, Arcadia, 195, Backbay Reclamation, ) Nariman Point, Mumbai - 400 021, Maharashtra ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram: S.J. Vazifdar, J. Date : 29th March 2011 Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company. 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 21st February 2011 of Shri Hitesh 3 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 in view of the Applicant Company having obtained the consents in writing of all its Equity Shareholders, which are annexed as Exhibit “B2” to Exhibit “B7” to the Affidavit in Support of the Summons for Direction, the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Akashdeep Holdings and Trading Private Limited, Alpha Merchandise Private Limited, Bluechip Merchant Bankers Private Limited, Chinar Advertising and Marketing Private Limited, Dhara Mercantile Private Limited, Jeevan Merchandise Private Limited, Mercury Mercantile Private Limited, Mikantra Trading Private Limited, Namrata Detergents Private Limited, Nirali Trading Private Limited, Nirnay Tradecom Private Limited, Oasis Mercantile Private Limited, Paramount Merchant Bankers Private Limited, Raj-Vikram Investments Private Limited, Relog Distribution Private Limited, Relog Petro Marketing Private Limited, Relog Warehousing Private Limited, Sparkle Merchandise Private Limited, Sushobhit Traders Private Limited, Swadee Chemicals Private Limited, Venus Merchandise Private Limited and Xenon Commercial Private Limited (collectively the “Transferor Companies”) and Monica Texturising Private Limited (the “Transferee Company”) is dispensed with; 4 [2] That the Applicant Company has no Preference Shareholders as stated in Paragraph 33 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding the meeting of Preference Shareholders does not arise; [3] That the Applicant Company has no Secured Creditors as stated in Paragraph 34 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise; [4] That in view of the averments made in Paragraph 35 of the Affidavit in Support of the Summons for Direction, the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Akashdeep Holdings and Trading Private Limited, Alpha Merchandise Private Limited, Bluechip Merchant Bankers Private Limited, Chinar Advertising and Marketing Private Limited, Dhara Mercantile Private Limited, Jeevan Merchandise Private Limited, Mercury Mercantile Private Limited, Mikantra Trading Private Limited, Namrata Detergents Private Limited, Nirali Trading Private Limited, Nirnay Tradecom Private Limited, Oasis Mercantile Private Limited, Paramount Merchant Bankers Private Limited, Raj-Vikram Investments Private Limited, Relog Distribution Private Limited, Relog Petro Marketing Private Limited, Relog Warehousing Private Limited, Sparkle Merchandise Private Limited, Sushobhit Traders Private Limited, Swadee Chemicals Private Limited, Venus Merchandise Private Limited and Xenon Commercial Private Limited (collectively the “Transferor 5 Companies”) and Monica Texturising Private Limited (the “Transferee Company”) is dispensed with. (S.J. Vazifdar, J.)