IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 269 OF 2010 In the matter of the Companies Act, 1956 (I of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 104 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Schroders India Private Limited and the Equity Shareholders of Schroders India Private Limited. SCHRODERS INDIA PRIVATE LIMITED a Company incorporated under the Companies Act, 1956, having its Registered Office at the The Ground Floor, Ramnord House, 77, Dr. Annie Besant Road, Worli, Mumbai 400018. } } } } } …… Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 16th April, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s.Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 6th day of April, 2010 of Mr. Srinivasan Visvanath Prasad, Authorised Signatory of the 1 Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between Schroders India Private Limited, the Applicant Company and its Equity Shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “F - 1” and “F - 2” to the affidavit in support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant Company as mentioned in paragraph 16 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. 3. That the Applicant Company having passed a Special Resolution at the Annual General Meeting of its Equity Shareholders held on 4th February, 2010 AND in view of the averments made in paragraph 16 of the said affidavit that there are no secured and unsecured creditors of the Applicant Company, the provisions of and the procedure prescribed under Section 101(2) of the Companies Act, 1956 are not applicable and the same is hereby dispensed with. (S. J. Kathawalla, J) 2