IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 4 OF 2011 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 Amalgamation of Future Corporate Resources Limited Transferor Company) With Simpleton Investrade Private Limited (Transferee Company) And their respective Shareholders. FUTURE CORPORATE RESOURCES LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Knowledge House, Shyam Nagar, Off Jogeshwari – Vikhroli Link Road, Jogeshwari (E), Mumbai – 400060, Maharashtra ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 7th January, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st December, 2010 of Mr. Kuldeep R Sharma, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of Future Corporate Resources Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Future Corporate Resources Limited, the Applicant / Transferor Company with Simpleton Investrade Private Limited, the 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 2 annexed as Exhibits ‘D1’ to ‘D7’ to the Affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of Future Corporate Resources Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Future Corporate Resources Limited, the Applicant / Transferor Company with Simpleton Investrade Private Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the averments made in paragraph 15 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Secured Creditors and also to publish the same in two local newspapers viz., Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of Future Corporate Resources Limited, the Applicant Company, to consider and, if thought fit, approve, with or 3 without modifications, the proposed Scheme of Amalgamation of Future Corporate Resources Limited , the Applicant / Transferor Company with Simpleton Investrade Private Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the averments made in paragraph 16 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors and also to publish the same in two local newspapers viz., Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. (S. C. Dharmadhikari, J) 4