IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.584 OF 2009 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 Composite Scheme of Amalgamation and Arrangement between Future Capital Credit Limited (‘FCC’ or ‘the Transferor Company’) and Future Capital Holdings Limited (‘‘FCH’ or ‘the Demerged Company’’) and Future Capital Financial Services Limited (‘FCFS’ or ‘the Resulting Company’ or ‘the Transferee Company’) and Their Respective Shareholders and Creditors Future Capital Credit Limited , a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at FCH House, Peninsula Corporate Park, Ganapatrao Kadam Marg, Lower Parel, Mumbai – 400013. ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: A.M. Khanwilkar, J Date: 8th May, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 27th day of April, 2009 of Mr. Pankaj Thapar, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. THAT convening and holding of the meeting of the Equity Shareholders of Future Capital Credit Limited, the Applicant Company to consider, and if thought fit, approving, with or without modifications, the proposed amalgamation and arrangement embodied in the Composite Scheme of Amalgamation and Arrangement of Future Capital Credit Limited and Future Capital Holdings Limited and Future Capital Financial Services 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 C1 to C7 to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 21 of the Affidavit in support of the 2 Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. There are no Unsecured Creditors of the Applicant Company as mentioned in paragraph 22 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise Company Judge 3