IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 3 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between Future Capital Financial Services Limited ( the Transferor Company) And Future Capital Holdings Limited ( the Transferee Company) And their respective Shareholders. FUTURE CAPITAL HOLDINGS LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at FCH House, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013. ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J Date: 7th January, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co. Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23rd December, 2010 of Mr. Chetan Gandhi, Head - Legal & Secretarial of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of Future Capital Holdings Limited, the Applicant Company be convened and held at Mini Theatre, 3rd Floor, P.L. Deshpande Maharashtra Kala Academy, Sayani Road, Prabhadevi, Mumbai - 400 025 on Thursday, 17th February 2011 at 2.30 pm, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Future Capital Financial Services Limited, the Transferor Company and Future Capital Holdings Limited, the Transferee Company and their respective Shareholders. 2. That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme of Arrangement 2 and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders at their respective registered or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notices convening meeting of the Equity Shareholders comprising of the Equity Shareholders as per Form No. 36 (Rule 73); 3 ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73); and iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 5. That Shailesh Haribhakti, Independent Director of the Applicant Company, and failing him, Mr. Anil Singhvi, Independent Director of the Applicant Company, and failing him, Mr. Gyanendra Nath Bajpai, Independent Director of the Applicant Company, shall be the Chairman of the aforesaid Meeting of the Equity Shareholders to be held at Mini Theatre, 3rd Floor, P.L. Deshpande Maharashtra Kala Academy, Sayani Road, Prabhadevi, Mumbai - 400 025 on Thursday, 17th February, 2011 at 2.30 pm or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting to issue the advertisement and send out the notices of the Meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders present in person. 8. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form / authorization duly 4 signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at FCH House, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013, not later than, 48 hours before the aforesaid Meeting. 9. That the value of the share of each Member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman of the meeting shall determine the value for the purpose of the aforesaid Meeting. 10. That the Chairman of the meeting to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Future Capital Financial Services Limited, the Transferor Company and Future Capital Holdings Limited, the Transferee Company and their respective Shareholders 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 the hearing of the Petition by R.P.A.D. upon all its Secured Creditors and also to publish the same in one issue each of ‘Free Press Journal’ in English 5 language and ‘Maharashtra Times’ in the Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Future Capital Financial Services Limited, the Transferor Company and Future Capital Holdings Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the averments made in paragraph 19 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 13. That in view of the averment made in para 20 of the Affidavit in support of the Summons for Direction stating that the reduction of the Securities Premium Account shall be effected as an integral part of the Scheme of Arrangement and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution through postal ballot for utilization of balance in Securities Premium 6 Account under Section 78 read with Sections 100 to 103 of the Companies Act, 1956 before filing the Company Petition for sanctioning the Scheme. The undertaking is accepted. (S. C. Dharmadhikari, J.) 7