1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 653OF 2011. In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of INDIRA SHARE & STOCK BROKERS PRIVATE LIMITED WITH INDIRA SECURITIES PRIVATE LIMITED INDIRA SECURITIES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Singh House, 23/25, Ambalal Doshi Marg, Fort, Mumbai -400 023. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 21st October, 2011 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 above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 14th October, 2011 of Mr. Chiranjilal Baxi, Director of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, 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 Scheme of 2 Amalgamation of INDIRA SHARE & STOCK BROKERS PRIVATE LIMITED, the Transferor Company with INDIRA SECURITIES PRIVATE LIMITED, the Applicant / Transferee Company 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-5” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of INDIRA SHARE & STOCK BROKERS PRIVATE LIMITED, the Transferor Company with INDIRA SECURITIES PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 15 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Secured Creditors. The said undertaking is accepted. 3. That the convening and holding of the meeting of the Unsecured Trade Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of INDIRA SHARE & STOCK BROKERS PRIVATE LIMITED, the Transferor Company with INDIRA SECURITIES PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the averment made in paragraph 16 of the affidavit in support of the Summons for Directions interalia states that the nature of the business of the Applicant Company is of stock broking, the settlements of the creditors are to be made within two days from the Trade 3 date as per the guidelines of the stock exchanges and monitored by SEBI. Hence Unsecured Trade Creditors are paid in the normal course of business. 4. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of INDIRA SHARE & STOCK BROKERS PRIVATE LIMITED, the Transferor Company with INDIRA SECURITIES PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J)