1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 214 OF 2011 Called Summons for Direction Coram: S.J. VAZIFDAR, J Date: 1st April , 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 1st day of March, 2011 of Haresh Jayendra Painuly, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 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 Aikone Marketing and Management Services Private Limited ( ‘the Transferor Company 1’) AND Nozaki Finance and Investments Private Limited (‘‘The Transferor Company 2’) AND Yuga Finvest Private Limited (‘ ‘The Transferor Company 3’) WITH Maestro Ventures Private Limited ( „the transferee company) AND Their respective shareholders Maestro Ventures Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Unit No. 81, Plot No. 14, Marol Co-op Industrial Estate, off Andheri-Kurla Road, Andheri (East), Mumbai – 400 059. ) ) ) ) ) )…..……Applicant Company 2 1. That convening and holding the meeting of the Equity Shareholders of Maestro Ventures Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of Aikone Marketing and Management Services Private Limited, ‘the Transferor company 1’, and Nozaki Finance and Investments Private Limited, ‘the Transferor company 2’, and Yuga Finvest Private Limited, or ‘the Transferor company 3’ with Maestro Ventures Private Limited, ‘the Transferee company’ and their Respective Shareholders is dispensed with in view of the consents given by both the Equity shareholders of the Applicant Company, which are annexed as Exhibits “L1” and “L2” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured and Unsecured Creditors in Maestro Ventures Private Limited, the Applicant Company, as stated in paragraphs 26 and 27 of the Affidavit in support of Company Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. (S.J. VAZIFDAR, J)