IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 251 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of NHC INDUSTRIES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN NHC INDUSTRIES PRIVATE LIMITED (NHC) … Transferor Company AND MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED (MIDPOINT) …Transferee Company NHC INDUSTRIES PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at NHC House, 2 / 13 Anand Nagar, Santacruz (East), Mumbai 400 055 … Applicant / Transferor Company Called Summons for Directions Coram: S.J. Kathawalla, J. Dated: 9th April, 2010 Mr. Nasir Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant. MINUTES OF THE ORDER UPON the application of NHC INDUSTRIES PRIVATE LIMITED, the Applicant abovenamed by Summons for Direction AND UPON hearing Mr. Nasir Ali Rizvi Advocate for the Applicant Company and upon reading the Affidavit dated 30th March, 2010 of Mr. Apoorva Shah, Director of the Applicant Company and Additional Affidavit dated 7th April, 2010 of Mr.Bharat Akhiyania, Authorized Signatory of the Applicant Company filed in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:- 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of NHC INDUSTRIES PRIVATE LIMITED, 2 Transferor Company with MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED, Transferee Company is dispensed with in view of the averments made in paragraph 25 of the Affidavit-in- support of the summons for directions and in view of the consents as given by all Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D-1 to D- 13” to the Affidavit-in- support of the Summons for Direction. 2. That convening and holding of the Meeting of the Secured Creditors, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of NHC INDUSTRIES PRIVATE LIMITED, Transferor Company with MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED, Transferee Company is dispensed with in view of the averments made in paragraph 26 of the Affidavit-in- support of the summons for directions and in view of the consent in view of the consents given by 1 out of 2 Secured Creditors of the Applicant Company, which is annexed as Exhibit “E” to the Affidavit-in-support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining one Secured Creditor whose consent is not obtained. The said Undertaking is accepted. 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or 3 without modification(s), the arrangement embodied in the Scheme of Amalgamation of NHC INDUSTRIES PRIVATE LIMITED, Transferor Company with MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED, Transferee Company is dispensed with in view of the averments made in paragraph 27 of the Affidavit dated 30th March, 2010 and paragraph 5 & 6 of the Additional Affidavit dated 7th April, 2010 filed in support of the Summons for Directions and in view of the consents given by 35 out of 89 Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “G-1 to G-5” to the Affidavit dated 30th March, 2010 and Exhibits “A-1 to A-30” of the Additional Affidavit dated 7th April, 2010 filed in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. (S.J. Kathawalla, J.) 4