IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.547 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Angel Capital and Debt Market Limited with Angel Broking Limited and their respective shareholders Angel Capital and Debt Market Limited, a Company incorporated } Under the provisions of Companies Act 1956 having its registered} Office at G-1, Ground Floor, Akruti Trade Centre, Road No-7, } MIDC, Andheri (East), Mumbai- 400 093 }….Applicant Company Called for Summons for Direction Coram: A.M KHANWILKAR J . Date : 2nd May , 2009 0.0.0.0.1 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 21st April 2009 of Mr. Amit Majumdar , Authorised Signatory of the Applicant Company, in support of Summons for Directions ,IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of Angel Capital and Debt Market Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Angel Capital and Debt Market Limited, the 1 Applicant/Transferor Company with Angel Broking Limited, the Transferee Company and their respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits C1 to C7 to the affidavit in support of the Summons for Directions. 2. That the convening and holding the meetings of the Secured and Unsecured Creditors of Angel Capital and Debt Market Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Angel Capital and Debt Market Limited, the Applicant/Transferor Company with Angel Broking Limited, the Transferee Company and their respective Shareholders (“Scheme”) is dispensed with in view of averments made in paragraph twenty one of the affidavit in support of Summons for Directions. Applicant undertakes to give individual notices to all its Secured, Creditors, Trade Creditors and Creditors for Expenses, other than Trade Creditors for pay out of the date of hearing of petition. The Undertaking is accepted. (COMPANY JUDGE) 2