1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.257 OF 2011 In the matter of Companies Act, 1956; And In the matter of Application under Section 391 to 394 of the Companies Act, 1956; And In the matter of Damani Shares & Stock Brokers Private Limited. And In the matter of the Scheme of Amalgamation of Damani Shares & Stock Brokers Private Limited And Avenue Stock Brokers (India) Private Limited And Champak Stock Brokers Private Limited And Damani Investments Private Limited With Mutual Growth Fund of India Private Limited and their respective shareholders. Damani Shares & Stock Brokers Pvt. Ltd.,) A Company incorporated under ) the Companies Act, 1956, having ) its registered Office at 903, ) Dalamal House, 206, ) Jamnalal Bajaj Marg, ) Nariman Point, Mumbai- 400 021. ) …Applicant/1stTransferor Company Called Summons for Direction Coram: S. J. Vazifdar, J. Date: 29th April, 2011 Ms. Smita Sawant i/b. Dave & Co. Advocates for Applicant. 2 MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND upon hearing Ms. Smita Sawant instructed by M/s. Dave & Co., Advocates for the Applicant Company AND upon reading the Affidavit dated 24th March, 2011 of Mr. Ramakant Baheti, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company to seek their approval to the Scheme of Amalgamation of the Damani Shares & Stock Brokers Private Limited, Avenue Stock Brokers (India) Private Limited, Champak Stock Brokers Private Limited and Damani Investments Private Limited, the “Transferor Companies” with Mutual Growth Fund of India Private Limited, the “Transferee Company” and their respective shareholders, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C-1 and C-2 to the Affidavit in support of the Summons for Direction. 2. There are no Unsecured Creditors of the Applicant Company as stated in paragraph 23 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Unsecured Creditors of the Applicant Company does not arise. 3. There are no Secured Creditors of the Applicant Company as stated in paragraph 24 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors of the Applicant Company does not arise. (S. J. Vazifdar, J.)