IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.821 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Sections 100, 391 to 394 of the Companies Act, 1956; And In the matter of Bear Stearns Financial Services (India) Private Limited, a company incorporated under the Companies Act 1956 having its Registered office at 9 th Floor Mafatlal Centre, Nariman Point, Mumbai – 400 021 And In the matter of Scheme of Amalgamation of Bear Stearns Financial Services (India) Private Limited with J.P. Morgan Securities India Private Limited Bear Stearns Financial Services (India) Private Limited 9 th Floor Mafatlal Centre, Nariman Point, Mumbai – 400 021 … Applicant Company 1 CORAM: S. J. Kathawalla J. DATE: 21 st August, 2009 MINUTES OF ORDER Called Summons for Direction Mr. Vikram B. Trivedi, Mr. Sunil R. Tilokchandani and Ms. Purvi V. Doctor i/b M/s Manilal Kher Ambalal & Co. Advocates for the Applicant Company. Upon the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON hearing Mr. Vikram Trivedi i/b M/s Manilal Kher Ambalal & Co. Advocate for the Applicant Company AND UPON reading the affidavit dated 20 th April, 2009 of Vishal Patel, Director of the Applicant Company in support of the in support of Summons for Direction, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of Applicant Company for the purpose of considering, and if thought fit, for approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Bear Stearns Financial Services (India) Private Limited, Applicant Company with J. P. Morgan Securities India Private Limited, the Transferee Company is hereby dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘F-1’ and ‘F-2’ to the Affidavit dated 20 th day of April, 2009, in support of the Summons for Directions. 2. That the procedure required to be followed under Section 100 to 102 of the Companies Act, 1956 and the rules framed 2 thereunder is dispensed with in view of the averments made in paragraphs 17 to 19 and the consent thereto having been accorded in terms of the letters dated 9 th April, 2009 from the Equity Shareholders of the Applicant Company. S. J. Kathawalla J 3