IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 834 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of MF Global Capital India Private Limited (“MF Global Capital” or “the Transferor Company”) into MF Global Sify Securities India Private Limited (“MF Global Sify” or “the Transferee Company”) and their respective shareholders and creditors MF GLOBAL CAPITAL INDIA PRIVATE LIMITED, a Company incorporated under the Companies Act, 1956 and having its registered office at NO.1, 2nd Floor, C Block, Modern Mills Compound, 101 K K Marg, Jacob Circle, Mahalaxmi, Mumbai 400026 ) ) ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S.J Vazifdar, J Date: 23rd December, 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 Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 13th day of December, 2010 of Mr. Vikas Gandhi, Authorised Signatory of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, to consider and if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of MF Global Capital India Private Limited into MF Global Sify Securities India Private Limited and their respective shareholders and creditors, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘H1’ and ‘H2’ of the Affidavit in support of the Summons for Direction. 2) That there are no Secured Creditors in the Applicant Company as stated in paragraph 16 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3) That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider, and if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of MF Global Capital India Private Limited into MF Global Sify Securities India Private Limited and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 17 of the 2 Affidavit, in support of Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition to all its Unsecured Creditors by R.P.A.D. and also to publish the same in Free Press Journal in English and Maharashtra Times in Marathi both having circulation in Mumbai. The said undertaking is accepted. 4) That in view of the averments made in paragraphs 18 to 20 of the Affidavit in support of Summons for Direction, the filing of a separate Application and Petition by MF Global Sify Securities India Private Limited, the Transferee Company, is dispensed with. (S.J. Vazifdar, J.) 3