IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION Company Application no.661 of 2009 In the matter of the Companies Act, 1956 ( 1 of 1956 ); And In the matter of Sections 391 & 394 of the Companies Act, 1956, And In the matter of Scheme of Amalgamation of MTL Share And Stock Brokers Limited With Master Capital Services Limited And Their respective Shareholders. Master Capital Services Limited, ) a company incorporated under the ) Companies Act, 1956 having its registered ) office at C-1, 18/20, Jeevan Jyot Building, ) Cawasjee Patel Street, Fort, Mumbai 400001 ) …….. Applicant. (Transferee Company) Coram :- A. M. Khanvilkar, J. Dated :- 25th June, 2009 Shri. V. P. Vaze, Advocate for Applicant. MINUTES OF ORDER UPON the Application of the above named Applicant Company by a Summons for Directions AND UPON HEARING Shri. V. P. Vaze, Advocate for Applicant AND UPON READING the Affidavit dated 6th February, 2009 1 of Shri Pavan Chhabra in support of Summons for Directions, and the exhibits therein referred to ( Exhibit D being a copy of the proposed Scheme of Amalgamation ), IT IS ORDERED : 01. 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 Amalgamation between MTL Share and Stock Brokers Limited and Master Capital Services Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits H to O to the Affidavit in support of Summons for Directions ; 02. That a meeting of the Secured Creditors of the Applicant Company be convened and held at M. C. Ghia Hall, Indian Textile Accessories & Machinery Manufacturers' Association, 2nd floor, Bhogilal Hargobind Building, 18/20, K. Dubhash Marg, Kalaghoda, Fort, Mumbai 400 023 on Friday, the 31st day of July, 2009 at 10.30 o'clock in the morning, for the purpose of considering, and if thought fit, approving, with or without modification the Scheme of Amalgamation proposed to be made between Master Capital Services Limited, the Applicant / Transferee Company and MTL Share and Stock Brokers Limited, the Transferor Company. 03. That a meeting of the Unsecured Creditors of the Applicant Company be convened and held at M. C. Ghia Hall, Indian Textile Accessories & Machinery Manufacturers' Association, 2nd floor, Bhogilal Hargobind 2 Building, 18/20, K. Dubhash Marg, Kalaghoda, Fort, Mumbai 400 023 on Friday, the 31st day of July, 2009 at 12 o'clock for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation proposed to be made between Master Capital Services Limited, the Applicant / Transferee Company and MTL Share and Stock Brokers Limited, the Transferor Company. 04. That at least 21 clear days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the proposed Scheme of Amalgamation and of the statement required to be furnished pursuant to Section 393 and the Forms of proxy can be obtained free of charge at the Registered Office of the Company or at the Office of its Advocate, be inserted once in the Government of Maharashtra Gazette and once in each of Free Press Journal in English and Maharashtra Times in Marathi, both having circulation in Mumbai. 05. That, in addition, at least 21 clear days before the day appointed for the meetings to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the proposed Scheme of Amalgamation, a copy of the statement required to be furnished pursuant to Section 393 and the prescribed Form of proxy, shall be sent by prepaid letter post under certificate of posting addressed to each of the secured and unsecured creditors at their respective registered or last known addresses. 3 06. That the settling and approving of the form of advertisement, form of proxy, the form of Notice, the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to : (a) issue Notice convening meetings of the Secured and Unsecured Creditors as per Form no.36 (Rule 73) ; (b) issue form of proxy as per Form no.37 (Rule 73) ; (c) advertise the Notice convening meeting as per Form no.38 (Rule 74) ; (d) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956. The undertaking is accepted. 07. That Shri. Pavan Chhabra, the Director and failing him Shri. Harjeet Singh Arora, the Director of the Applicant / Transferee Company shall be the Chairman of the respective meetings to be held on 31st July, 2009 as aforesaid. 08. That the Chairman appointed for the meeting to issue the advertisement and send out the notices of the meeting referred to above. 09. That the quorum for the said meeting of the Secured creditors shall be One secured creditor present in person or by proxy or through authorised representative. 4 10. That the quorum for the said meeting of the unsecured creditors shall be Ten unsecured creditors present in person or by proxy or through authorised representative. 11. That the voting by proxy or authorised representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant company at its registered office at C-1, 18/20, Jeevan Jyot Building, Cawasjee Patel Street, Fort, Mumbai 400001 not later than 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 12. That the value of each creditor shall be in accordance with the books of the company and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meetings. 13. And it is further ordered that the Chairman do report to this Court the result of the said meetings within 30 days of the conclusion of the meetings, and the said report shall be verified by his Affidavit. COMPANY JUDGE 5