1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1031 OF 2009 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 read with Section 100 to 104 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of AMIT BUSINESS LIMITED and KASARE FINANCIAL SERVICES PRIVATE LIMITED and THADESHWAR FINANCIAL SERVICES PRIVATE LIMITED and SWATIK FINANCE AND INVESTMENT SERVICES PRIVATE LIMITED and GORGEOUS FINANCIAL ADVISOR PRIVATE LIMITED and GOLDFLAG TRADING COMPANY PRIVATE LIMITED with PACIFIC CORPORATE SERVICES LIMITED. PACIFIC CORPORATE SERVICES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 713, Raheja Centre, Nariman Point, Mumbai -400 021. ) ) ) ) ) … Applicant Company. Called for Summons for Direction 2 Coram: S. J. Kathawalla, J Date: 9th October, 2009. 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 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 18th day of September, 2009 of Mr. Sanjay Dangi, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of AMIT BUSINESS LIMITED, the First Transferor Company and KASARE FINANCIAL SERVICES PRIVATE LIMITED, the Second Transferor Company and THADESHWAR FINANCIAL SERVICES PRIVATE LIMITED, the Third Transferor Company and SWATIK FINANCE AND INVESTMENT SERVICES PRIVATE LIMITED, the Fourth Transferor Company and GORGEOUS FINANCIAL ADVISOR PRIVATE LIMITED, the Fifth Transferor Company and GOLDFLAG TRADING COMPANY PRIVATE LIMITED, the Sixth Transferor Company with PACIFIC CORPORATE SERVICES LIMITED, the Applicant / Transferee Company 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 Exhibit “P-1” to “P-18” to 3 the affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Preference Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of AMIT BUSINESS LIMITED, the First Transferor Company and KASARE FINANCIAL SERVICES PRIVATE LIMITED, the Second Transferor Company and THADESHWAR FINANCIAL SERVICES PRIVATE LIMITED, the Third Transferor Company and SWATIK FINANCE AND INVESTMENT SERVICES PRIVATE LIMITED, the Fourth Transferor Company and GORGEOUS FINANCIAL ADVISOR PRIVATE LIMITED, the Fifth Transferor Company and GOLDFLAG TRADING COMPANY PRIVATE LIMITED, the Sixth Transferor Company with PACIFIC CORPORATE SERVICES LIMITED, the Applicant / Transferee Company is dispensed with in view of the consent given by all the Preference Shareholders of the Applicant Company as on date, which are annexed as Exhibit “Q-1” to “Q-5” to the affidavit in support of the Summons for Direction. 3. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of AMIT BUSINESS LIMITED, the First Transferor Company and KASARE FINANCIAL SERVICES PRIVATE LIMITED, the Second Transferor Company and THADESHWAR FINANCIAL SERVICES PRIVATE LIMITED, the Third Transferor Company and SWATIK FINANCE AND INVESTMENT SERVICES PRIVATE LIMITED, the Fourth Transferor Company and GORGEOUS FINANCIAL ADVISOR PRIVATE LIMITED, the Fifth Transferor Company and GOLDFLAG TRADING 4 COMPANY PRIVATE LIMITED, the Sixth Transferor Company with PACIFIC CORPORATE SERVICES LIMITED, the Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 41 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors. The said undertaking is accepted. 4. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of AMIT BUSINESS LIMITED, the First Transferor Company and KASARE FINANCIAL SERVICES PRIVATE LIMITED, the Second Transferor Company and THADESHWAR FINANCIAL SERVICES PRIVATE LIMITED, the Third Transferor Company and SWATIK FINANCE AND INVESTMENT SERVICES PRIVATE LIMITED, the Fourth Transferor Company and GORGEOUS FINANCIAL ADVISOR PRIVATE LIMITED, the Fifth Transferor Company and GOLDFLAG TRADING COMPANY PRIVATE LIMITED, the Sixth Transferor Company with PACIFIC CORPORATE SERVICES LIMITED, the Applicant / Transferee Company is dispensed with in view of the averment made in paragraph 42 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The undertaking is accepted. 5. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on 14th day of September, 2009 and in view of the averment made 5 in paragraph (4) of the Further Affidavit dated the 30th day of September, 2008 of Mr. Sanjay Dangi that the reduction of equity share capital of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is not required and is dispensed with. COMPANY JUDGE