IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.255 OF 2009 In the matter of the Companies Act, I of 1956 And In the matter of Sections 391 and 394 of the Companies Act, I of 1956 And In the matter of Scheme of Arrangement and Demerger between Gerad (India) Private Limited and Gerad Financial Services Private Limited. Gerad Financial Services Private ] Limited a Company incorporated ] under The Companies Act, 1956 ] having its Registered Office at ] 86/87, Atlanta, Nariman Point, ] Mumbai 400 021 ]….. Applicant / Resulting Company Called Summons for Directions Coram: S.J. Vazifdar J. Date: 27th February 2009 Mrs. Annapoorna Seshadri i/b Narayanan & Narayanan, Advocates for the Applicant/Resulting Company MINUTES OF THE ORDER UPON the Application of the Applicant/Resulting Company abovenamed by a Summons for Directions AND UPON HEARING Mrs. Annapoorna Seshadri i/b Narayanan & Narayanan, Advocates for the Applicant/ Resulting Company AND UPON READING the Affidavit dated 4th February 2009 of Mr. Rohit Choksy, Director of the Applicant/Resulting Company in support of the Summons for Directions IT IS ORDERED: 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant/Resultant Company for the purpose of approving the proposed Scheme of the Arrangement and Demerger between Gerad (India) Private Limited (“the Demerged Company”) and Gerad Financial Services Private Limited (“the Applicant/Resulting Company”) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant/Resulting Company, which are annexed as Exhibit “J-1” and “J-2” to the Affidavit-in- support of the Summons for Directions. 2. There are no Secured or Unsecured Creditors of the Applicant/Resulting Company as mentioned in paragraph 18 of the Affidavit-in-support of the Summons for Directions. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. Sd/- COMPANY JUDGE