Bfil Finance Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.129 of 2016 In the matter of Companies Act, 1956;

And In the matter of Sections 392 to 394 of the Companies Act, 1956;

And In the matter of BIFL Finance Limited, a company incorporated under the provisions of the Companies Act, 1956;

And In the matter of scheme of amalgamation of BFIL Finance Limited ("Transferor Company") with Russel Credit Limited ("Transferee Company") BFIL Finance Limited (CIN U65910MH1991PLC064662) ) a company incorporated under the Indian Companies ) Act, 1956 and being the company within the meaning ) of Companies Act, 2013 having its registered office at ) Eucharistic Congress Building No.1, Fourth Floor, 5, ) Convent Street, Colaba, Mumbai, 400039 ) ...Applicant Company Called for Summons for Direction Sairam Subramanian i/b Khaitan & Co, Advocates for the Applicant Company.

Coram: K. R. Shriram, J.

Dated: 26 February, 2016 MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Sairam Subramanian instructed by Khaitan & Co, Advocates for the Applicant Company AND UPON READING the Affidavit dated 25th December 2015 of Mr Metti Yelamanda, Chief Financial Officer of the Applicant Company, in support of the Summons for Direction along with the Exhibits therein referred to. IT IS ORDERED THAT

1. That convening and holding of the 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 BFIL Finance Limited with Russell Credit Limited (the "scheme of Amalgamation"), be dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of this Company Summons for Directions and the letters of consent given by all the seven Equity Shareholders of the Applicant Company, which are annexed and marked as Exhibits "H1" to "H-7" to the Affidavit in support of the Summons for Directions;

2. That the convening and holding of the meetings of the creditors and debenture holders of the Applicant Company, for the purpose of considering, and if thought fit, approving,

with or without modification(s), the proposed Scheme of Amalgamation, be dispensed with in view of the averments made in paragraphs 11 and 13 of the Affidavit in support of this Company Summons for Directions and the letters of consent given by all the creditors and debenture-holders of the Applicant Company, which are annexed and marked as Exhibits "H-1" and "J" to the Affidavit in support of the Summons for Directions.

3. That the publication of the notice of the proposed Scheme of Amalgamation in the Maharashtra Government Gazette be dispensed with. (K.R. Shriram, J.)

C E R T I F I C A T E I certify that this Order uploaded is a true and correct copy of original signed order. Uploaded by: Uploaded by: Shankar Gawde, Stenographer