IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 520 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of NAKSHATRA SHARESHOPPE PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN GALAXY SHARESHOPPE PRIVATE LIMITED (GSPL) AND NAKSHATRA SHARESHOPPE PRIVATE LIMITED (NSPL) AND CORNERSTONE SHARESHOPPE PRIVATE LIMITED (CSPL) … Transferor Companies AND MULTITONE INVESTRADE PRIVATE LIMITED (MIPL) …Transferee Company NAKSHATRA SHARESHOPPE PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 5, Kitab Mahal, 192, Dr. D.N. Road, Mumbai 400 001 … Applicant / Second Transferor Company 2 Called Summons for Direction CORAM: S. J. VAZIFDAR, J. Date : 30th July, 2010 Ms. Sunita Pant i/b. M/s. Thakore Jariwala & Associates, Advocates for the Applicant MINUTES OF THE ORDER UPON the application of NAKSHATRA SHARESHOPPE PRIVATE LIMITED, the Applicant above named by Summons for Direction AND UPON hearing Ms. Sunita Pant i/b. M/s. Thakore Jariwala & Associates, Advocates for the Applicant Company and upon reading the Affidavit dated 16th July 2010 of Mr. Tushar Agarwal, Director of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:- 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Second Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of GALAXY SHARESHOPPE PRIVATE LIMITED, NAKSHATRA SHARESHOPPE PRIVATE LIMITED, CORNERSTONE SHARESHOPPE PRIVATE LIMITED, the 3 Transferor Companies with MULTITONE INVESTRADE PRIVATE LIMITED is dispensed with in view of the consents as given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “F-1 and F-2” to the Affidavit-in-support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraphs 33 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. 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / Second Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of GALAXY SHARESHOPPE PRIVATE LIMITED, NAKSHATRA SHARESHOPPE PRIVATE LIMITED, CORNERSTONE SHARESHOPPE PRIVATE LIMITED, the Transferor Companies with MULTITONE INVESTRADE PRIVATE LIMITED is dispensed with in view of the consent as given by the sole Unsecured creditor of the Applicant Company, which are annexed as Exhibit “G” to the Affidavit-in-support of the Summons for Direction. (S. J. VAZIFDAR, J.)