_ORDER

1. This is a first motion Application filed by the Applicant Company namely Mirza International Limited (Transferee Company/Applicant Company) under Sections 230 & 232 and Section 234 of the Companies Act, 2013 (the Act) read with Rules 3 and 25A of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 , the Foreign Exchange Management (Cross Border Merger) Regulations, 2018, and other applicable provisions, if any, in relation to the Scheme of Amalgamation of RTS Fashion Limited (Non-Applicant / Transferor Company), Mirza U.K. Limited (Non-Applicant / Proforma Party) with Mirza International Limited (Applicant / Transferee Company). The said Scheme is attached as Annexure-A-3 of the Application.

2. The Applicant Transferee Company, Mirza International Limited has prayed for dispensation of the requirement of the convening meetings of its Equity Shareholders, Secured Creditors and Un-Secured Creditors.

3. The Applicant Transferee Company, is engaged in design, development, manufacturing, marketing, trading, export, e-commerce and retailing of leather footwear, leather goods and accessories, and other related activities. Mirza International Limited also owns an