~ 1 ~ IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.956 OF 2009 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 to 394 read with Sections 80 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between National Securities Depository Limited and NSDL Database Management Limited and their respective shareholders NSDL Database Management Limited, a company incorporated } under the provisions of the Companies Act, 1956 having its } registered office at Trade World, A Wing, 4th Floor, Kamala } Mills Compound, Lower Parel, Mumbai – 400 013, Maharashtra } ….. Applicant Company Called Summons for Direction Coram: S. J. Kathawalla J Date: 18th September, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th day of September, 2009 of Mr. Vijay Gupta, Company Secretary of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: ~ 2 ~ 1. That convening and holding the meeting of the Equity Shareholders of NSDL Database Management 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 National Securities Depository Limited, the Transferor Company and NSDL Database Management Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits C1 to C7 to the affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Unsecured Creditors of NSDL Database Management 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 National Securities Depository Limited, the Transferor Company and NSDL Database Management Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph twenty two of the affidavit in support of Summons for Directions. 3. There are no Secured Creditors in the Applicant Company as mention in paragraph twenty one of affidavit in support of Summons for Direction. Hence the question of convening and holding meeting of the Secured Creditors does not arise. (COMPANY JUDGE) :