1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 645 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) Jigna Fiscal Services Private Limited, (2) Proline Investments Private Limited, (3) Reliance Infrastructure Investments Private Limited, (4) Reliance Investment Holding Private Limited, (5) Sankalpa Merchants Private Limited, (6) Shangrila Investments and Trading Company Private Limited, (7) Teamone Trading Private Limited, (8) Vayudoot Finance and Leasing Company Private Limited, (9) Vicraze Investments and Trading Company Private Limited, (10) Vita Investments and Trading Company Private Limited and (11) Yashasvi Holdings Private Limited with Ekansha Enterprise Private Limited Vayudoot Finance and Leasing Company ) Private Limited, a company incorporated under ) the Companies Act, 1956 and having its registered ) office at 84-A, Mittal Court, 8th Floor, ) Nariman Point, Mumbai - 400 021, Maharashtra ) …Applicant Company 2 CALLED SUMMONS FOR DIRECTION Coram: S.C. Dharmadhikari, J. Date : 21st October 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 1st October 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 the meeting of Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Jigna Fiscal Services Private Limited, Proline Investments Private Limited, Reliance Infrastructure Investments Private Limited, Reliance Investment Holding Private Limited, Sankalpa Merchants Private Limited, Shangrila Investments and Trading Company Private Limited, Teamone Trading Private Limited, Vayudoot Finance and Leasing Company Private Limited, Vicraze Investments and Trading Company Private Limited, Vita Investments and Trading Company Private Limited and Yashasvi Holdings Private Limited, the “Transferor Companies” with Ekansha Enterprise 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 “D1” to “D6” to the Affidavit in Support of the Summons for Direction. 3 [2] That the convening and holding the meeting of Preference Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Jigna Fiscal Services Private Limited, Proline Investments Private Limited, Reliance Infrastructure Investments Private Limited, Reliance Investment Holding Private Limited, Sankalpa Merchants Private Limited, Shangrila Investments and Trading Company Private Limited, Teamone Trading Private Limited, Vayudoot Finance and Leasing Company Private Limited, Vicraze Investments and Trading Company Private Limited, Vita Investments and Trading Company Private Limited and Yashasvi Holdings Private Limited, the “Transferor Companies” with Ekansha Enterprise Private Limited, the “Transferee Company” is dispensed with, in view of the Applicant Company having obtained the consent in writing of its sole Preference Shareholder, which is annexed as Exhibit “E” to the Affidavit in Support of the Summons for Direction. [3] That the Applicant Company has no Secured Creditors, as stated in paragraph 15 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 the convening and holding the meeting of Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Jigna Fiscal Services Private Limited, Proline Investments Private Limited, Reliance Infrastructure Investments Private Limited, Reliance Investment Holding Private Limited, Sankalpa Merchants Private Limited, Shangrila Investments and Trading Company Private Limited, Teamone Trading Private Limited, Vayudoot Finance and Leasing Company Private Limited, Vicraze Investments and Trading Company Private Limited, Vita Investments and Trading Company Private Limited and Yashasvi Holdings Private Limited, the “Transferor Companies” with Ekansha Enterprise Private Limited, the “Transferee 4 Company” is dispensed with, in view of the averments made in paragraph 16 of the Affidavit in Support of the Summons for Direction, inter-alia, stating that the Applicant Company has no Unsecured Creditors except nominal current liabilities which the Applicant Company undertakes to pay in due course of business. The undertaking is accepted. (S.C. Dharmadhikari, J.)