1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 543 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement Between BSE Limited [formerly known as Bombay Stock Exchange Limited] And Indian Clearing Corporation Limited And Their respective shareholders and creditors Indian Clearing Corporation Limited, a Company } incorporated under the provisions of } Companies Act, 1956 having its registered } office at P.J. Towers, Dalal Street, Fort, } Mumbai - 400 001 ` }……Applicant Company Called Summons for Direction Coram: S. C DHARMADHIKARI, J DATE : 16TH SEPTEMBER, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER 2 UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th September 2011 of Mr. Sanjay Narvankar, Authorised Signatory of the Applicant Company, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of 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 Arrangement between BSE Limited [formerly known as Bombay Stock Exchange Limited] and Indian Clearing Corporation Limited and their Respective Shareholders and Creditors is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “G1” to “G7” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph fifteen of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding of the meeting of the 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 Arrangement between BSE Limited [formerly known as Bombay Stock Exchange Limited] and Indian Clearing Corporation Limited and their Respective Shareholders and Creditors is 3 dispensed with in view of averments made in paragraph 16 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditor and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. (S.C. DHARMADHIKARI, J )