IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 232 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 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Amalgamation and Arrangement between Muskan Projects Private Limited (“the First Transferor Company” ) AND Midco Capital Services Limited (“the Second Transferor Company” ) AND New Era Mercantile Private Limited (“the Third Transferor Company” ) AND Midco Limited (“Midco” ) AND their respective Shareholders and Creditors MIDCO LIMITED, a Company incorporated under the provisions of the Indian Companies Act, 1913 and having its registered office at National House, 6, Tulloch Road, Mumbai – 400 001. ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. J. VAZIFDAR, J Date: 8th APRIL , 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 7th March, 2011 of Mr. K.S. Amin, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Midco Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Amalgamation and Arrangement between Muskan Projects Private Limited, the First Transferor Company and Midco Capital Services Limited, the Second Transferor Company and New Era Mercantile Private Limited, the Third Transferor Company with Midco Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “O1” to “O7” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of Midco Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Amalgamation and Arrangement between Muskan Projects Private Limited, the First Transferor Company and Midco Capital Services Limited, the Second Transferor Company and New Era Mercantile Private Limited, the Third Transferor Company with Midco Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph 27 of the Affidavit in support of Company 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 Secured 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. 3. That convening and holding the meeting of the Unsecured Creditors of Midco Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Amalgamation and Arrangement between Muskan Projects Private Limited, the First Transferor Company and Midco Capital Services Limited, the Second Transferor Company and New Era Mercantile Private Limited, the Third Transferor Company with Midco Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph 28 of the Affidavit in support of Company 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. 2. That in view of the averments made in paragraphs 29 to 33 of the Affidavit in support of Company Summons for Direction stating that reduction of share capital of the Applicant Company shall be effected as an integral part of the Composite Scheme of Amalgamation and Arrangement and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. (S.J. VAZIFDAR, J)