IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 2 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between Future Capital Financial Services Limited (the Transferor Company) And Future Capital Holdings Limited (the Transferee Company) And their respective Shareholders. FUTURE CAPITAL FINANCIAL SERVICES LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at FCH House, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400 013. ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J Date: 7th January, 2011 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 M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23rd December, 2010 of Mr. Jitendra Bhati, Company Secretary 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 Future Capital Financial Services Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Future Capital Financial Services Limited, the Transferor Company and Future Capital Holdings Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company, which are annexed herewith as Exhibits ‘D1’ to ‘D7’ to the Affidavit in support of the Summons for Direction. 2. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the 2 proposed Scheme of Arrangement between Future Capital Financial Services Limited, the Transferor Company and Future Capital Holdings Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the averments made in paragraph 16 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. upon all its Secured Creditors also undertakes to publish the same in one issue each of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Future Capital Financial Services Limited, the Transferor Company and Future Capital Holdings Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the averment made in paragraph 17 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 those Unsecured Creditors having an outstanding balance of Rs. Five lacs or more. 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, 3 both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J.) 4