1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.411 OF 2011 In the matter of Companies Act, 1956; And In the matter of the Sections 391 to 394 of the Companies Act, 1956; And In the matter of Brandon & Company Private Limited And In the matter of Scheme of Arrangement of Brandon & Company Private Limited with Ramrod Advisors Private Limited, and their respective shareholders and creditors. Brandon & Company Private Limited ) incorporated under the provisions ) of the Companies Act, 1956 having ) its registered office at Elphinstone Building,) 2nd floor, 10 Veer Nariman Road, ) Mumbai – 400 00, Maharashtra, India )……………. Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J Dated : 1st July 2011. Ms.Sanidha Vedpathak i/b Maneksha & Sethna Advocates for the Applicant. 2 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by Summons for Direction AND UPON HEARING Ms. Sanidha Vedpathak instructed by M/s. Maneksha & Sethna, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 27th April 2011of Mr.Homi Bhabha, Director of the Applicant Company in support of the Summons for Direction and the Exhibits referred to therein, IT IS ORDERED: (1) THAT convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of approving, with or without modification, the proposed Scheme of Arrangement between Brandon & Co. Pvt. Ltd., the Applicant/Demerged Company and Ramrod Advisors Pvt. Ltd., the Resulting Company and their respective shareholders and creditors, is dispensed with in view of the consents in writing given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C4 to the Affidavit in support of the Summons for Direction. (2) There are no Secured Creditors of the Applicant Company, as stated in paragraph 17 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (3) THAT convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of approving, with or without modification, the proposed Scheme of Arrangement between 3 Brandon & Co. Pvt. Ltd., the Applicant/Demerged Company and Ramrod Advisors Pvt. Ltd., the Resulting Company and their respective shareholders and creditors, is dispensed with in view of the consents in writing given by both the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits E1 and E2 to the Affidavit in support of the Summons for Direction. (S. J. Kathawalla, J)