1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1481 OF 2008 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between DuFLON POLYMERS PRIVATE LIMITED and GURUKUL ONLINE LEARNING SOLUTIONS PRIVATE LIMITED and EXON SOLUTIONS PRIVATE LIMITED EXON SOLUTIONS PRIVATE LIMITED, ) a company incorporated under the ) Companies Act, 1956 having its ) registered office at Shri Krishna Nivas, ) Shraddhanand Road Extn., ) Vile Parle (East),Mumbai – 400057. ) … Applicant Company. Called for Summons for Direction Coram : A. M. Khanwilkar, J. Date : 24th October, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a 2 Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 14th day of October, 2008 of Mr. Rajendra C. Bhatt, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between DuFLON POLYMERS PRIVATE LIMITED, the Transferor Company and GURUKUL ONLINE LEARNING SOLUTIONS PRIVATE LIMITED, the Transferee Company No.1 and EXON SOLUTIONS PRIVATE LIMITED, the Applicant / Transferee Company No.2 is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibits “H-1” to “H-2” to the affidavit dated 14th October, 2008 of Mr. Rajendra C. Bhatt, Director of the Applicant company in support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant /Transferee Company No.2 as mentioned in paragraph 20 3 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. COMPANY JUDGE