1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.552 OF 2009 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Mahesh Tutorials Private Limited and Mahesh Tutorials Commerce Private Limited and Mahesh Tutorials Science Private Limited and MT Educare Private Limited and their respective shareholders MT Educare Private Limited, } a Company incorporated under the provisions of the } Companies Act, 1956 having its registered office at } 220, 2nd Floor, “Flying Colors”, Pandit Din Dayal } Upadhyay Marg, L.B.S Cross Road, } Mulund – West, Mumbai – 400 080 }…Applicant Company Called for Summons for Direction Coram: A.M. KHANWILKAR J Date : 2nd May , 2009 2 0.0.0.0.1 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 20th April 2009 of Mr. Ashwin Patel, Authorised Signatory of the Applicant Company, in support of Summons for Directions , IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of MT Educare Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Arrangement between Mahesh Tutorials Private Limited and Mahesh Tutorials Commerce Private Limited and Mahesh Tutorials Science Private Limited, the Transferor Companies and MT Educare Private Limited, the Applicant/Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits K1 to K31 to the affidavit in support of the Summons for Directions. 2. The convening and holding the meeting of Unsecured Creditors of MT Educare Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or 3 without modification(s), the arrangement embodied in the proposed Scheme of Arrangement between Mahesh Tutorials Private Limited and Mahesh Tutorials Commerce Private Limited and Mahesh Tutorials Science Private Limited, the Transferor companies and MT Educare Private Limited, the Applicant/Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of averments made in paragraph thirty five of the affidavit in support of Summons for Directions. Applicant undertakes to give individual notices to all its Unsecured Creditors of the date of hearing of petition. The Undertaking is accepted. 3. There are no Secured Creditors in the Applicant Company as mention in paragraph thirty six of affidavit in support of Summons for Direction. Hence the question of convening and holding meeting of the Secured Creditors does not arise. 4. That in view of averments made in paragraph thirty four of the affidavit in support of Summons for Directions, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is not applicable and the same is dispensed with as the reduction will not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of the Applicant Company . 4 (COMPANY JUDGE)