1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 621 OF 2010 In the matter of the Companies Act, 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of ASUAD TRADING & INVESTMENT COMPANY PRIVATE LIMITED AND AYBEEGEE INVESTMENT COMPANY PRIVATE LIMITED WITH UNIVERSAL INVESTMENT SERVICES PRIVATE LIMITED UNIVERSAL INVESTMENT SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Chander Mukhi, 2nd Floor, Nariman Point, Mumbai 400 021. ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 17th September, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant 2 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., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 7th September, 2010 of Mr. Pradeep Shah, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, 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 Amalgamation of ASUAD TRADING & INVESTMENT COMPANY PRIVATE LIMITED, “the First Transferor Company” and AYBEEGEE INVESTMENT COMPANY PRIVATE LIMITED, “the Second Transferor Company” with UNIVERSAL INVESTMENT SERVICES PRIVATE LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “H-1” and “H-2” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 20 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Loan Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the 3 Scheme of Amalgamation of ASUAD TRADING & INVESTMENT COMPANY PRIVATE LIMITED, “the First Transferor Company” and AYBEEGEE INVESTMENT COMPANY PRIVATE LIMITED, “the Second Transferor Company” with UNIVERSAL INVESTMENT SERVICES PRIVATE LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the consent given by all the Unsecured Loan Creditors of the Applicant Company, which are annexed as Exhibits “I-1” to “I-12” to the affidavit in support of the Summons for Direction. 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 ASUAD TRADING & INVESTMENT COMPANY PRIVATE LIMITED, “the First Transferor Company” and AYBEEGEE INVESTMENT COMPANY PRIVATE LIMITED, “the Second Transferor Company” with UNIVERSAL INVESTMENT SERVICES PRIVATE LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which are annexed as Exhibit “J-1” to the affidavit in support of the Summons for Direction. (S. J. Kathawalla, J.)