IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 599 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of MANIPUT INVESTMENTS PRIVATE LIMITED AND IN THE MATTER of the Scheme of Amalgamation of MANIPUT INVESTMENTS PRIVATE LIMITED with MAGNUM EQUITY BROKING LIMITED. MANIPUT INVESTMENTS PRIVATE LIMITED ) A Company incorporated under the provisions ) of the Companies Act, 1956 and having its ) registered office at D-30, Empire Mahal, ) Khodadad Circle, 806, Dr. B.A. Road, ) Dadar T.T., Mumbai – 400014 )… Applicant Called Summons for Direction Coram : S. J. Kathawalla, J Date: 3 rd September 2010 Mr. Yogesh Adhia, Advocate for the Applicant -2- MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Yogesh Adhia, Advocate for Applicant Company, AND UPON READING the Affidavit dated 18 th August 2010 of Mr. Ramesh Dungershi Dedhia, Director and Authorized Signatory of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: - 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, the Scheme of Amalgamation of, the Transferor Company namely, MANIPUT INVESTMENTS PRIVATE LIMITED with the Transferee Company, namely, MAGNUM EQUITY BROKING LIMITED, is dispensed with, as all the Equity shareholders of the Applicant have given their consents in writing to the Scheme, which are annexed as Exhibits "G-1" to “G-28” to the Affidavit in support of the Summons for Direction. -3- 2. That a meeting of the Secured Creditors of the Applicant abovenamed for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of the Transferor Company, namely MANIPUT INVESTMENTS PRIVATE LIMITED with the Transferee Company, namely, MAGNUM EQUITY BROKING LIMITED, is dispensed with, as all the Secured Creditors of the Applicant have given their consent in writing to the Scheme, which are annexed as Exhibits "F-1” to “F-3” to the Affidavit in support of the Summons for Direction. 3. That a meeting of the Unsecured Creditors of the Applicant above named, for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of the Transferor Company, namely MANIPUT INVESTMENTS PRIVATE LIMITED with the Transferee Company, namely, MAGNUM EQUITY BROKING LIMITED, is dispensed with, in view of the averments made in paragraph 21 of the Affidavit in support of the Summons for Direction and the undertaking given by the Applicant to send individual -4- notices of hearing of the Petition to all its Unsecured Creditors at Exhibit “A-2” of the value of Rs. 25,000/- and more and also to the Government Authorities at Exhibit “A- 4” at their addresses available with the Applicant by Registered Post AD. The said undertaking is accepted. (S. J. Kathawalla, J.)