1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 789 OF 2011 In the matter of Companies Act, 1956 AND In the matter of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement BETWEEN Oilco Services (India) Limited AND Midco Capital Services Limited AND Midco Limited AND their respective Shareholders and Creditors Midco Limited, a Company incorporated } under the provisions of the Companies Act, } 1956 having its registered office at National } House, 6, Tulloch Road, Mumbai – 400 039, } Maharashtra }….. Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari J. Date: 23rd December, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by M/s Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th December, 2011 of Ms. Alpa Gandhi, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Oilco Services (India) Limited and Midco Capital Services Limited and Midco Limited and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ to ‘J7’ to the Affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Oilco Services (India) Limited and Midco Capital Services Limited and Midco Limited and their respective Shareholders and Creditors is dispensed with in view of averments made in paragraph 13 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of the Petition by Registered Post A.D. to all its Secured Creditors and also to publish the notice of hearing of the Petition in the local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Oilco Services (India) Limited and Midco Capital Services Limited and Midco Limited and their respective Shareholders and Creditors is dispensed with in view of averments made in paragraph 14 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of the Petition 3 by Registered Post A.D. to all its Unsecured Creditors having an outstanding balance of Rs.9,00,000/- (Rupees Nine lakhs) and above and also to publish the notice of hearing of the Petition in the local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 4. That in view of averments made in paragraph 16 & 17 of the Affidavit in support of the Company Summons for Direction, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with. (S.C. DHARMADHIKARI, J)