1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 633 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Viscount Management Services (Alpha) Limited (“the Applicant/Transferor Company”) with Reliance Capital Limited (“the Transferee Company”) and their respective shareholders and creditors VISCOUNT MANAGEMENT SERVICES (ALPHA) LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at H Block, Dhirubhai Ambani Knowledge City, Kopar Khairne, Navi Mumbai 400 710. ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 21st October, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & 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. Rajesh Shah instructed by Rajesh 2 Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th October, 2011 of Mr. Lav Chaturvedi, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Viscount Management Services (Alpha) Limited , the Applicant / Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Viscount Management Services (Alpha) Limited, the Applicant / Transferor Company with Reliance Capital Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ to ‘J9’ to the Affidavit in support of Summons for Direction. 2. That convening and holding the meeting of the Sole Preference Shareholder of Viscount Management Services (Alpha) Limited , the Applicant / Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Viscount Management Services (Alpha) Limited, the Applicant / Transferor Company with Reliance Capital Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit ‘K’ to the Affidavit in support of Summons for Direction. 3. That there are no Secured Creditors in Viscount Management Services (Alpha) Limited, the Applicant Company, as stated in paragraph 17 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 convening and holding the meeting of the Unsecured Creditors including Debentureholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Viscount Management Services (Alpha) Limited, the Applicant / Transferor Company with Reliance Capital Limited, 3 the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors including Debentureholders and also to publish the same in two local newspapers viz., Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. 5. That the filing of a separate Company Summons for Direction and Company Scheme Petition in relation to the said Scheme by Reliance Capital Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 19 to 21 of the Affidavit in Support of Summons for Direction. (S. C. Dharmadhikari, J.)