IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1669 OF 2008 In the matter of : The Companies Act, 1956; AND Section 391 to 394 of the Companies Act, 1956 AND Max Aerospace & Aviation Limited (“ Transferor Company ” or “ Demerged Company ”), a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Hanger C-1, Juhu Aerodrome, Juhu, Mumbai 400 054; AND The Scheme of Arrangement and Demerger of Demerged Company with Max Defence Systems Limited (“ MDSL” or “ 1st Transferee Company ”) a company incorporated under the provisions of the Companies Act, 1956 and having its Registered office at Hotel Transit Premises, Off Nehru Road, Vile Parle (East), Mumbai 400 099 and Max Defence Aerospace Limited (“MDAL” or “ 2nd Transferee Company” ) a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Hotel Transit Premises, Off. Nehru Road, Vile Parle (East), Mumbai 400 099. MAX DEFENCE SYSTEMS LIMITED., (“MDSL”) ) a company incorporated under the ) provisions of the Companies Act, 1956 ) and having its Registered office at Hotel ) Transit Premises, Off Nehru Road, ) Vile Parle (East), Mumbai 400 099 ) ….Applicant- Company 1 Coram:- A. M. Khanwilkar J. Dated :- 19 th December 2008 MINUTES OF THE ORDER IT IS ORDERED THAT : (a) The convening and holding the meeting of Equity Shareholders of the Applicant- Company, for the purpose of considering and, if thought fit,, between Max Aviation & Aerospace Ltd. being the Demerged Company and Max Defence systems Ltd, being the Applicant- 1 st Transferee Company and Max Defence Aerospace Ltd being the 2nd Transferee company, is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant- Company, which are annexed as Exhibits “A” and “A-7” to the Affidavit dated 20 th November 2008 in support of Summons for Directions. (b)There are no Secured and/or unsecured Creditors of the Applicant- Company as mentioned in paragraph No.16 of the Affidavit dated 29 th September 2008 in Support of 2 Summons for Directions, hence the question of convening and holding the meeting of Secured and/or unsecured Creditors does not arise. COMPANY JUDGE 3