- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.518 OF 2011 In the matter of Sections 391 to 394 and Section 100 of the Companies Act, 1956 And In the matter of Tata Securities Limited And In the matter of Scheme of Amalgamation Of Tata Capital Markets Limited With Tata Securities Limited Tata Securities Limited ) a company incorporated under ) the provisions of the Companies Act, ) 1956, having its registered office at ) One Forbes, Dr V B Gandhi Marg, Fort, ) Mumbai-400001 ) …. Applicant Company Called Summons for Directions Coram: S. C. Dharmadhikari J. Date: 26th August 2011 Mr. G. R. Joshi i/b ANS Law Associates Advocate for Applicant Company MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. G. R. Joshi i/b ANS Law Associates, Advocate for the Applicant Company, AND UPON READING the Affidavit dated the 25th July 2011 of Mr. Umesh Maskeri, Authorised Signatory, of the Applicant Company, and the Exhibits therein referred to (Exhibit “E” being a copy of the proposed Scheme of Amalgamation), IT IS ORDERED THAT: - 2 - 1. The convening and holding 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 Amalgamation between Tata Capital Markets Limited with Tata Securities Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H−1 to H−8” to the Affidavit in support of Summons for Direction. 2. The convening and holding the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Tata Capital Markets Limited with Tata Securities Limited, is dispensed with in view of the consent given by the sole Secured Creditor which is annexed as Exhibit “I” to the Affidavit in support of Summons for Direction. 3. The convening and holding the meeting of 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 Amalgamation between Tata Capital Markets Limited with Tata Securities Limited, is dispensed with in view of the consent given by 2 out of 3028 Unsecured Creditors representing 90% in value, which are annexed as Exhibits “J−1” and “J−2” to the Affidavit in support of the Summons for Direction and in view of the averments made in paragraph 32 of the said Affidavit. The Applicant undertakes to issue an individual notice of date of hearing of Petition by Registered Post to - 3 - its remaining Unsecured Creditors having value of more than Rs.2,00,000. The undertaking is accepted. 4. That the separate procedure to be followed under the provision of Section 101(2) of the Companies Act, 1956 for the purpose of reduction of the Securities Premium Account of the Applicant Company is dispensed with as in view of the averments made in paragraph 28 and 37A to the Affidavit in support of Summons for Direction. The Applicant Company undertakes to pass a Special Resolution under Section 100 of the Companies Act 1956 for the purpose of reduction of the Securities Premium Account prior to filing of the Petition. The undertaking is accepted. 5. The Undertaking of the Petitioner regarding compliance with office objection as in CSD 517 of 2011 is Accepted (S. C. Dharmadhikari J.)