1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 229 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 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Amalgamation and Arrangement between Muskan Projects Private Limited (“the First Transferor Company” or “Amalgamating Company1”) AND Midco Capital Services Limited (“the Second Transferor Company” or “Amalgamating Company2” or “the Applicant Company”) AND New Era Mercantile Private Limited (“the Third Transferor Company” or “the Demerged Company”) AND Midco Limited ( “the Transferee Company”) AND their respective Shareholders and Creditors MUSKAN PROJECTS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 112, Udyog Bhuvan, Sonawala Lane, Goregaon (East), Mumbai – 400 063. ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. J. VAZIFDAR, J Date: 8th APRIL , 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant. 2 MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 7th day of March, 2011 of Mr. Viresh M. Oza, Director of the Applicant Company, in support of Company Summons for Direction and the exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Muskan Projects Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Amalgamation and Arrangement between Muskan Projects Private Limited, the Applicant / First Transferor Company and Midco Capital Services Limited, the Second Transferor Company and New Era Mercantile Private Limited, the Third Transferor Company with Midco Limited, the Transferee Company and their respective shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” to “C3” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the Preference Shareholders of Muskan Projects Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Amalgamation and Arrangement between Muskan Projects Private Limited, the Applicant / First Transferor Company and Midco Capital Services Limited, the Second Transferor Company and New Era Mercantile Private Limited, the Third Transferor Company with Midco Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consent given by the Sole Preference Shareholder of the Applicant 3 Company, which is annexed as Exhibit “D1” to the Affidavit in support of Company Summons for Direction. 3. There are no Secured and Unsecured Creditors in the Applicant Company, as stated in paragraphs 28 and 29 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meetings of the Secured and Unsecured Creditors does not arise. (S.J. VAZIFDAR, J)