1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 686 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement and Amalgamation of Angel Broking Limited (“the Transferor Company”) With Angel Global Capital Private Limited (“the Transferee Company”) and their respective shareholders and creditors ANGEL GLOBAL CAPITAL PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at G-1, Ground Floor, Akruti Trade Centre, Road No. – 7, MIDC, Andheri (East), Mumbai – 400 093. ) ) ) ) )……. Applicant Company Called Summons for Direction Coram: S.C. DHARMADHIKARI, J. Date: 25 TH November, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant Company MINUTES OF THE ORDER UPON the application of the Applicant Company above named by Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th day of November, 2011 of Mr. Sachinn Joshi, 2 Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits there in referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement and Amalgamation of Angel Broking Limited, the Transferor Company with Angel Global Capital Private Limited, the Applicant/Transferee 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 ‘Exhibits G1 to G33’ to the Affidavit in support of Company Summons for Direction. 2. That convening and holding of the meeting of the Share warrant holders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement and Amalgamation of Angel Broking Limited, the Transferor Company with Angel Global Capital Private Limited, the Applicant/Transferee Company and their respective shareholders and creditors, is dispensed with in view of the consent given by all the Sole Share warrant holder of the Applicant Company, which is annexed as ‘Exhibit G34 to the Affidavit in support of Company Summons for Direction. 3. That convening and holding of the meeting of the Secured 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 and Amalgamation of Angel Broking Limited, the Transferor Company with Angel Global Capital Private Limited, the Applicant/Transferee Company and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 10 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve 3 individual notice of the hearing of the petition by Registered Post .A.D upon all its Secured Creditors and also to publish the said notice in two newspapers, viz; Free Press Journal’ in English Language and ‘Maharashtra Times’ in Marathi language both circulated in Mumbai. The undertaking is accepted. 4. That convening and holding of the meeting of the 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 and Amalgamation of Angel Broking Limited, the Transferor Company with Angel Global Capital Private Limited, the Applicant/Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 11 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by Registered Post .A.D. upon all its Unsecured Creditors having an outstanding balance of more than Rs. 1,00,001/- (Rupees One Lakh and One), other than trade creditors-client, to whom no notice shall be served, also to publish the said notice in two newspapers, viz; Free Press Journal’ in English Language and ‘Maharashtra Times’ in Marathi language both circulated in Mumbai. The undertaking is accepted. 5. That the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of the Summons for Direction stating that the reduction of the Securities Premium Account shall be effected as a part of the Scheme of Arrangement and Amalgamation only and that the same 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 interests of the creditors of the Applicant Company are not affected by such reduction The 4 Applicant Company undertakes to pass a Special Resolution in the Extra Ordinary General Meeting of its Equity Shareholders for utilization of balance in Securities Premium Account under Section 78 read with Section 100 of the Companies Act, 1956 before hearing of the Company Scheme Petition for sanctioning the Scheme. The undertaking is accepted. (S.C. DHARMADHIKARI, J)