IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 168 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with sections 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Reliance Equities International Private Limited ( “the Demerged Company”) AND Quant Broking Private Limited ( “the Resulting Company”) AND Their respective shareholders and creditors RELIANCE EQUITIES INTERNATIONAL PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at One Indiabulls Centre, Tower 1, 11th Flr, Jupiter Mill Compound, 841, Senapati Bapat Marg, Elphinstone Road, Mumbai – 400013. ) ) ) ) ) ) ) ) ) ) ……..Applicant Company 1 Called Summons for Directions Coram: S. J. Kathawalla, J. Date: 12th March, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 3rd day of March, 2010 of Mr. Ashit Kothari, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of RELIANCE EQUITIES INTERNATIONAL PRIVATE LIMITED, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Arrangement between Reliance Equities International Private Limited ( “the Demerged / Applicant 2 Company”) and Quant Broking Private Limited (“the Resulting Company”) and their respective shareholders and creditors, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “H1” to “H3” to the Affidavit dated this 3rd March, 2010 in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph (16) of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of the Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Reliance Equities International Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Reliance Equities International Private Limited (“the Demerged / Applicant Company”) and Quant Broking Private Limited (“the Resulting Company”) and 3 their respective shareholders and creditors is dispensed with in view of the averments made in paragraph (17) of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. 4. In view of the averment’s made in paragraph (18) of the affidavit dated in support of the Summons for Directions, the procedure prescribed u/s 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in Extraordinary General Meeting for reduction of Securities Premium Account under section 78 read with section 100 of the Companies Act, 1956 before filing the petition. The said undertaking is accepted. (S.J.Kathawalla,J) 4