IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.572 OF 2009 IN THE MATTER OF THE COMPANIES ACT,1956 AND IN THE MATTER OF SECTION 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF KEDIA SHARES & STOCKS BROKERS LIMITED AND IN THE MATTER OF SCHEME OF AMALGAMATION OF NEW MILLENNIUM SECURITIES PRIVATE LIMITED WITH KEDIA SHARES & STOCKS BROKERS LIMITED Kedia Shares & Stocks Brokers Limited ] a Company duly incorporated under ) The Companies Act, 1956 and having ) its Registered Office at 418/508, ) Commerce House,140, Nagindas Master Road) Fort, Mumbai -400023 ) APPLICANT Called Summons for direction Coram: - A.M. Khanwilkar, J. 1 Dated: - 8th May, 2009 Mr. Nilesh .K. Pandya for Applicant MINUTES OF ORDER Upon the Application of the Applicant Company abovementioned by a Summons for Directions and upon Hearing Mr. Nilesh K. Pandya, Advocate for the Applicant company and upon reading the Affdavit dated 25th March,2009 of Mr. Surendra B. Kedia, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED : 1. That the convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, Approving, with or without modification(s), the proposed Scheme of Amalgamation between New Millenium Securities Private Limited and Kedia Shares & Stocks Brokers Ltd is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits G-1 to G-11 to the Affidavit in support of Summons for Direction. 2 2. There are no Secured Creditors, Preference Shareholders and Debentureholders of the Applicant Company as mentioned in paragraph No. 24 of the Affidavit in Support of Summons for Direction, hence the Question of convening and holding the meeting of Secured Creditors, Preference Shareholders and Debentureholders does not arise. 3. That the convening and holding the meeting of 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 Amalgamation between New Millenium Securities Private Limited and Kedia Shares & Stocks Brokers Limited., is dispensed with in view of the consents given by all the Unsecured Creditors which are annexed as Exhibits J-1 to J- 35 to the Affidavit in support of Summons. COMPANY JUDGE 3