IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 757 OF 2010 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 Everest Finvest (India) Private Limited (‘EFIPL’ or ‘the Transferor Company’) with Falak Investment Private Limited (‘FIPL’ or ‘the Transferee Company’ or ‘Applicant Company’) and their respective Shareholders and Creditors Falak Investment Private Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 11A, Mittal Chambers, Nariman Point, Mumbai – 400 021. ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction 2 Coram: S. J. Vazifdar, J. Date: 26th November, 2010 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th November, 2010 of Mrs. Padmini Somani, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Falak Investment Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Everest Finvest (India) Private Limited, the Transferor Company with Falak Investment Private Limited, the 3 Applicant / Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G1” and “G2” to the Affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Preference Shareholder of Falak Investment Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Everest Finvest (India) Private Limited , the Transferor Company with Falak Investment Private Limited, the Transferee / Applicant Company and their respective Shareholders and Creditors is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit “H1” to the affidavit in support of the Summons for Direction. 3. That there are no Secured Creditors of the Applicant Company, as stated in paragraph 17 of the affidavit in support of the 4 Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 4. That the 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 Scheme of Amalgamation of Everest Finvest (India) Private Limited with Falak Investment Private Limited and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 18 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper, viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. J. Vazifdar, J.)