1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORIDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.828 OF 2011 In the matter of Sections 391 to 394 of Companies Act, 1956 AND In the matter of M/s. Youth Promoters Private Limited AND In the matter of Scheme of Merger between M/s. Youth Promoters Private Limited and M/s. Micro Capitals Private Limited. M/s. Youth Promoters Private Limited ) A company incorporated under ) provisions of Companies Act, 1956, ) having registered office at, ) Commerce House, 9th Floor, ) Room No.5, 2A, G.C. Avenue, ) Kolkata, West Bengal-700013 )... Applicant Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 23rd December, 2011 Mr. Rahul D. Oak, Advocate for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rahul D. Oak for the Applicant Company, AND UPON READING the Affidavit dated 13th December, 2011 of Mr. Mahendra Rokade, the Authorised Signatory of 2 the Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement between M/S. MICRO CAPITAL PRIVATE LIMITED (Transferor Company) with M/S. YOUTH PROMOTERS PRIVATE LIMITED (Transferee Company) and their respective shareholders 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‘ and ‘I-3‘ to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditors of the Applicant Company, as stated in paragraph 31 of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement between M/S. MICRO CAPITAL PRIVATE LIMITED (Transferor Company) with M/S. YOUTH PROMOTERS PRIVATE LIMITED (Transferee Company) is dispensed with in view of the averments made in paragraph 31 of the Affidavit in support of Summons of Directions. The Applicant Company undertakes to serve individual notices of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the 3 same in two newspapers, viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. . (S.C. Dharmadhikari, J)