- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 450 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of (1) ABM Securities Ltd. (2) Prajit Agrobased Industries Ltd. and (3) Vega-Mart Ltd. with (4) Vibrant Global Capital Ltd. Vibrant Global Capital Ltd. ) a Company incorporated under the ) Companies Act 1956 (1 of 1956) and ) having its registered office at 1112, Maker ) Chamber-V, Nariman Point, Mumbai– 400 021) .…Applicant Company Called for Summons for Direction Coram : S. J. Kathawalla J. Date : 15th July, 2011 Mr. Ramesh Saraogi, Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Ramesh Saraogi, Advocate for the Applicant Company AND UPON READING the Affidavit dated 21st day of June, 2011 of Mr. Vaibhav Garg, - 2 - Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: - 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of ABM Securities Ltd., the First Transferor Company, Prajit Agrobased Industries Ltd., the Second Transferor Company and Vega-Mart Ltd., the Third Transferor Company with Vibrant Global Capital Ltd., the Transferee Company, is dispensed with in view of the consents in writing given by all the Equity Shareholders of the Applicant Company to the proposed Scheme of Amalgamation, which are annexed as Exhibits – “K-1” to “K-12” to the Affidavit in Support of the Summons for Direction. 2. There are no Secured Creditors in the Applicant Company as stated in paragraph 25 of the Affidavit in Support of Summons for Direction; hence the question of convening and holding the meetings of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without - 3 - modification, the proposed Scheme of Amalgamation of ABM Securities Ltd., the First Transferor Company, Prajit Agrobased Industries Ltd., the Second Transferor Company and Vega-Mart Ltd., the Third Transferor Company with Vibrant Global Capital Ltd., the Transferee Company, is dispensed with in view of the consents in writing given by all the Unsecured Creditors of the Applicant Company to the proposed Scheme of Amalgamation, which are annexed as Exhibits – “L-1” to “L-3” to the Affidavit in Support of the Summons for Direction. (S. J. Kathawalla J.)