IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 204 OF 2010 Corum: S. J. KATHAWALLA J Date: 1st Day of April, 2010 Mr. Hemant Sethi i/b M/s Hemant Sethi & Co., for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above name by a summons for direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Company, Advocate for the Applicant In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Sumeet Facilities Private Limited (“Demerged Company”) AND Unique Delta Force Services Private Limited (“Resulting Company”) AND their respective shareholders Unique Delta Force Security Private Limited, a company incorporated under Companies Act, 1956 and having its registered office at Nana Chambers, 2nd Floor, Above Bank of Maharashtra, Kasarwadi, Pune – 411034. Called Summons for Direction ) ) ) ) ) ) …The Applicant Company - 2 - Company, AND UPON READING the affidavit dated 19th day of March 2010 of Prasad Kulkarni, Authorised Signatory of the Applicant Company in support of Summons for Direction, IT IS ORDERED THAT: a) That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Sumeet Facilities Private Limited (‘the Demerged Company’) and Unique Delta Force Security Private Limited (‘the Applicant Company’ or ‘the Resulting Company’) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘I-1’ to ‘I-8’ of the affidavit dated March 19, 2010 of Mr. Prasad Kulkarni, an Authorised Signatory of the Applicant Company in support of the Summons for Directions. b) That the convening and holding of the meeting of the Secured & Unsecured creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Sumeet Facilities Private Limited, the Demerged Company and Unique Delta Force Security Private Limited, the Applicant Company, is dispensed with in view of the averment made in paragraph 20 of the Affidavit dated March 19, 2010 of Mr. Prasad Kulkarni, an Authorised Signatory of the Applicant Company in support of the Summons for Directions. The Applicant Company undertakes to issue individual notices of hearing of the Petition to all its Secured and Unsecured creditors by R.P.A.D. and also to publish the same in Economic Times, in English and Maharashtra Times in Marathi. The said undertaking is accepted. (S. J. KATHAWALLA J)