1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 211 OF 2011 Called Summons for Direction Coram: S.J. VAZIFDAR, J Date : 1st April , 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 1st day of March, 2011 of Mr. Haresh Jayendra Painuly, Authorised Signatory of the 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 Aikone Marketing and Management Services Private Limited ( ‘the Transferor Company 1’) AND Nozaki Finance and Investments Private Limited (‘The Transferor Company 2’) AND Yuga Finvest Private Limited (The Transferor Company 3’) WITH Maestro Ventures Private Limited ( „the transferee company) AND Their respective shareholders Aikone Marketing and Management Services Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Simplex Mill Compound, 1st Floor, 30 Keshavrao Khade Marg, Byculla (West), Mumbai – 400011 ) ) ) ) ) )…..……Applicant Company 2 Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Aikone Marketing and Management Services Private Limited, the Applicant Company to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of Aikone Marketing and Management Services Private Limited, the Applicant/ Transferor Company 1’ and Nozaki Finance and Investments Private Limited, the Transferor Company 2’, and Yuga Finvest Private Limited, ‘the Transferor Company 3’ with Maestro Ventures 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 “D1” and “D2” to the Affidavit in support of the Company Summons for Direction. 2. That convening and holding of the meeting of the sole Preference Shareholder of Aikone Marketing and Management Services Private Limited, the Applicant Company to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of Aikone Marketing and Management Services Private Limited, the Applicant/ Transferor Company 1’ and Nozaki Finance and Investments Private Limited, ‘the Transferor Company 2’, and Yuga Finvest Private Limited, ‘the Transferor Company 3’ with Maestro Ventures Private Limited, ‘the Transferee Company and their Respective Shareholders is dispensed with in view of the consent given by the sole Preference shareholder of the Applicant Company, which is annexed as Exhibits “F“ to the Affidavit in support of Company Summons for Direction. 3. There are no Secured Creditors in Aikone Marketing and Management Services Private Limited, the Applicant Company, as stated in paragraph 27 3 of the Affidavit in support of Company Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 4. That convening and holding of the meeting of the Unsecured Creditors of Aikone Marketing and Management Services Private Limited, the Applicant Company to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of Aikone Marketing and Management Services Private Limited, Applicant/ Transferor Company 1’, and Nozaki Finance and Investments Private Limited, ‘the Transferor Company 2’, and Yuga Finvest Private Limited, ‘the Transferor Company 3’ with Maestro Ventures Private Limited, ‘the Transferee Company’ and their Respective Shareholders is dispensed with in view of the averments made in paragraph 28 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also publish the same in Free Press Journal, in English and Maharashtra Times in Marathi both circulated in Mumbai. The undertaking is accepted. (S.J. VAZIFDAR, J)