IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.822 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Sections 100, 391 to 394 of the Companies Act, 1956; And In the matter of J.P.Morgan Securities India Private Limited, a company incorporated under the Companies Act, 1956 and having its Registered office at 9 th Floor, Mafatlal Centre Nariman Point, Mumbai- 400 021. And In the matter of Scheme of Amalgamation of Bear Stearns Financial Services (India) Private Limited with J.P.Morgan Securities India Private Limited JP.Morgan Securities India ) Private Limited ) 9 th Floor, Mafatlal Centre ) Nariman Point, ) Mumbai- 400 021. ) … Applicant Company 1 CORAM: S. J. Kathawalla J. DATE: 21 st August, 2009 MINUTES OF ORDER Called Summons for Direction Mr. Vikram B. Trivedi, Mr. Sunil R. Tilokchandani and Ms. Purvi V. Doctor i/b M/s Manilal Kher Ambalal & Co. Advocates for the Applicant Company. Upon the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON hearing Mr. Vikram Trivedi i/b M/s Manilal Kher Ambalal & Co. Advocate for the Applicant Company, AND UPON reading the affidavit dated 20 th April, 2009 and further Affidavit dated 9 th June, 2009 of Trupti Dhawan, Company Secretary of the Applicant Company in support of Summons for Direction, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, for approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Bear Stearns Financial Services (India) Private Limited with J.P. Morgan Securities India Private Limited, 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’ in support of the Summons for Directions. 2 2. That convening and holding the meeting of Secured Creditors/ Debenture holders of the Applicant Company, for the purpose of considering, and if thought fit, for approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Bear Stearns Financial Services (India) Private Limited with J.P. Morgan Securities India Private Limited is dispensed with in view of consents given by all Secured Creditors/Debenture holders which are annexed as Exhibit B-1 to B-6 to the further Affidavit in support of the Summons for Direction. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, for approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Bear Stearns Financial Services (India) Private Limited with J.P. Morgan Securities India Private Limited is dispensed with in view of consents given by all the Unsecured Creditors which are annexed at Exhibit B-2 to B-4 to the further affidavit in support of the Summons for Direction. S. J. Kathawalla J 3