1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 381 OF 2011 In the matter of: The Companies Act, 1956 And In the matter of: Sections 391 to 394 of the Companies Act, 1956 And In the matter of: Tata Capital Financial Services Limited And In the matter of: The scheme of Arrangement between Tata Capital Limited (“Transferor Company”) and Tata Capital Financial Services Limited (“Applicant Company” or “Transferee Company”) and their respective members and creditors. Tata Capital Financial Services Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at One Forbes, Dr. V B Gandhi Marg, Fort, Mumbai – 400 001, Maharashtra ) ) ) ) ) ) …. Applicant Company 2 CALLED SUMMONS FOR DIRECTION Coram: S. J. Kathawalla, J. Date: 24th June, 2011 Mr. Sharan Jagtiani along with Mr. Sayantan Banerjee and Mr. Molla Hasan i/b AZB & Partners, Advocates for the Applicant Company MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. Sharan Jagtiani along with Mr. Sayantan Banerjee andMr. Molla Hasan instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th day of May, 2011 of Mr. Kamlesh Parekh, the Authorised Signatory of the Applicant Company, in support of Summon for Direction along with the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Tata Capital Financial Services Limited (hereinafter referred to as the “Applicant Company” or “Transferee Company”) and Tata Capital Limited and their respective members and creditors, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits Exhibit “H-1 to Exhibit H-7” to the Affidavit in Support of the Summons for Direction. 2. There are no Preference Shareholders of the Applicant Company as stated in paragraph 22 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding the meeting of the Preference Shareholders does not arise. 3. There are no Secured Creditors of the Applicant Company as stated in paragraph 23 of the Affidavit in Support of the Summons for Direction. Hence the question of convening and holding the meeting of the Secured Creditors does not arise. 3 4. That convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement, is dispensed in view of the averments made in paragraph 24 of the Affidavit in Support of the Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D. to its two Unsecured Creditors and also to publish the same in one issue each of Free Press Journal in the English language and Maharashtra Times in the Marathi language. The undertaking is accepted. 5. There are no Debenture Holders of the Applicant Company as stated in paragraph 25 of the Affidavit in Support of the Summons for Direction. Hence the question of convening and holding the meeting of the Debenture Holders does not arise. (S. J. Kathawalla, J.)