Mercury Apparel Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 722 OF 2015 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 Mercury Apparel Ltd. (the "Transferor Company") With Heather Cosmetics Tex Ltd. (the "Transferee Company") Mercury Apparel Limited., a ] Company incorporated under the] Companies Act, 1956 bearing CIN] No. U18109MH2007PLC173019 ] and having its Registered Office ] at 352, A-1, Shah & Nahar ] Industrial Estate, Dhanraj Mill ] Compound, Lower Parel, ] Mumbai - 400 013 ] ...Applicant Company CALLED SUMMONS FOR DIRECTION FOR HEARING Ms. Mandakini Sinh, Advocate for the Applicant Company Coram: S.C. Gupte J.

Date : 4th September 2015 MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by the Company Summons for Direction and upon hearing Ms. Mandakini Sinh, Advocate for the Applicant Company AND UPON READING the Affidavit dated 27th day of July 2015 of Mr. Bipin Agrwal, an Authorised Signatory Director of the Applicant Company, in support of the Company Summons for Direction and the Exhibits referred therein, IT IS ORDERED THAT:

(1) The convening and the holding of a meeting of the 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 Amalgamation of Mercury Apparel Limited with Heather Cosmetics Tex Limited and their respective Shareholders be dispensed with, in view of the consent given by all the seven Equity Shareholders of the Applicant Company, which are annexed as Exhibits "D-1" to "D-7" to the Affidavit in Support of the Company Summons for Direction.

(2) The convening and the holding of a meeting of the Secured Creditor of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), be dispensed with as notice to the Secured Creditor of the Applicant Company is given as stated in paragraph 15 of the Affidavit in Support of the Company Summons for Direction.

(3) Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Mercury Apparel Limited with Heather Cosmetics Tex Limited be dispensed with, in view of the consent given by the sole Unsecured

Creditor of the Applicant Company, which is annexed as Exhibits "E-1" to the Affidavit in Support of the Company Summons for Direction. (S.C. Gupte J.)