1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 727 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Moneyline Credit Limited (the Transferor Company”) with India Infoline Finance Limited (“the Transferee Company”) and their respective shareholders and creditors” MONEYLINE CREDIT LIMITED, a Company incorporated under the Companies Act, 1956 and having its registered office at IIFL House, Sun Infotech Park, Road No 16V, Plot No B-23, Thane Industrial Area, Wagle Estate, Thane – 400604 ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S.C. Dharmadhikari, J Date: 9th December, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th day of November, 2011 of Mr. Jayas Upadhyay, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 2 1) That the convening and holding of 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 of Moneyline Credit Limited, the Applicant/Transferor Company with India Infoline Finance Limited, the Transferee Company and their respective shareholders and creditors, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit ‘H1’ to ‘H7’ of the Affidavit in support of the Summons for Directions. 2) That the convening and holding of meeting of Secured Creditor(s) of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of Moneyline Credit Limited with India Infoline Finance Limited and their respective shareholders and creditors, is dispensed with in view of the averment made in paragraph 16 of the Affidavit in support of Summons for Directions. The Applicant Company undertakes to serve individual notice of hearing of the Petition to all its Secured Creditors by R.P.A.D. and also to publish the notice of hearing of the Petition in the local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 3) That the convening and holding of meeting of 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 of Moneyline Credit Limited, the Applicant/Transferor Company with India Infoline Finance Limited, the Transferee Company and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of Summons for Directions. The Applicant Company 3 undertakes to serve individual notice of hearing of the Petition to all its Unsecured Creditors having an outstanding balance of more than Rs. 1,00,000/- (Rupees One lakh only) by Registered Post Acknowledge Delivery (R.P.A.D.) and also to publish the notice of hearing of the Petition in the local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 4) That in view of the averments made in paragraphs 18 to 20 of the Affidavit in support of Summons for Directions, the filing of a separate Company Summons for Direction and Company Scheme Petition by India Infoline Finance Limited, the Transferee Company is dispensed with. (S.C. DHARMADHIKARI, J)