IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 142 OF 2011. In the matter of the Companies Act 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 KEYSTONE STOCKFIN PRIVATE LIMITED with GLINT INFRAPROJECTS PRIVATE LIMITED KEYSTONE STOCKFIN PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 5th Floor, Sunteck Centre, 37-40 Subhash Road, Vile Parle –East, Mumbai- 400057. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 25th February, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 15th February, 2011 of Ms. Vandana Kacholia, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of KEYSTONE STOCKFIN PRIVATE LIMITED, the Applicant / Transferor Company with GLINT INFRAPROJECTS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “C -1” and “C- 2” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of 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 and Unsecured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Loan Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of KEYSTONE STOCKFIN PRIVATE LIMITED, the Applicant / Transferor Company with GLINT INFRAPROJECTS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Unsecured Loan Creditors of the Applicant Company, which are annexed as Exhibit “D-1” to “D-3” to the Affidavit in support of the Summons for Direction. 4. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of KEYSTONE STOCKFIN PRIVATE LIMITED, the Applicant / Transferor Company with GLINT INFRAPROJECTS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in 2 paragraph 16 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J) 3