IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.215 OF 2010. In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 read with section 100 to 103 of the Companies Act, 1956 AND In the matter of the Scheme Of Arrangement between Payash Securities Private Limited and Jai-Vijay Resources Private Limited and their Respective Shareholders JAI -VIJAY RESOURCES PRIVATE LIMITED a Company) incorporated under the Companies Act, 1956 and ) having its Registered Office at 12 Laxmi Vilas 87, ) Nepeansea Road, Mumbai- 400 006. ) … APPLICANT Called Summons for Direction CORAM : S. J. KATHAWALLA. J DATE : 1st April,2010. Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Direction AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocate for the Applicant Company, AND UPON reading the affidavit dated 29th March, 2010 of Abhishekh Bhansali, 2 Director of the Applicant Company in support of Summons for Direction and the Exhibits referred to therein, IT IS ORDERED: 1. That convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Payash Securities Private Limited, the Transferor Company with Jai-Vijay Resources Private Limited, the Applicant /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 “G-1 to G-11” to the Affidavit in Support of Summons for Directions. 2. That there are no Secured Creditors and Unsecured Creditors in the Applicant Company as mentioned in paragraph 22 of the Affidavit in Support of Summons for Directions. Hence, the question of convening and holding meeting of Secured Creditors does not arise. 3. That in view of averments made in paragraph 23 of the affidavit in Support of Summons for Direction for reduction of Share Capital Account of the Applicant/Transferee Company, the procedure prescribed under section 101 (2) of the Companies Act, 1956 is dispensed with as there are no creditors of the Applicant/Transferee Company. The Applicant Company undertakes to pass the Special Resolution pursuant to provisions of Section 100 of the Companies Act, 1956 in the Extra Ordinary General Meeting of Equity Shareholders for reduction of Share Capital Account of the Applicant Company. (S. J. KATHAWALLA, J)