IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.393 OF 2009 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Section 391 to 394 of the Companies Act, 1956; AND IN The MATTER of Citigroup Wealth Advisors India Private Limited; AND IN THE MATTER of Scheme of Amalgamation between Citigroup Wealth Advisors India Private Limited and Citigroup Global Markets India Private Limited. Citigroup Wealth Advisors India Private Limited, ) a company registered under the Companies ) Act, 1956 and having its Registered Office at ) 3rd Floor, Ramnord House, 77, Dr.Annie Besant ) Road,, Worli, Mumbai 400018 ) ….. Applicant Company 1 Called Summons for Direction Coram: S.J. Vazifdar J. Dated: 03rd April, 2009 Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 26th March, 2009 of Mr. Vikas Mittal, Director of the Applicant in support of Summons for Directions, IT IS ORDERED :- 1. That convening and holding the meeting of the Equity shareholders and Preference Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation between Citigroup Wealth Advisors India Private Limited and Citigroup Global Markets India Private Limited is dispensed with in view of the consents given by all the Equity shareholders of the Applicant company which are annexed as Exhibit “F-1" to "F-3" to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 23 of the Affidavit in support of Summons for Directions. 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 considering, and if thought fit, approving with or without 2 modification(s), the Scheme of Amalgamation between Citigroup Wealth Advisors India Private Limited and Citigroup Global Markets India Private Limited is dispensed with in view of the averments made in paragraph 24 the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The said Undertaking is accepted. 4. That in view of the averments made in paragraph 26 of the Affidavit in support of the Summons for Directions, the filing of separate Application on Petition by Citigroup Global Markets India Private Limited, the Transferee Company, is dispensed with. 5. Certified copy of this Order is expedited. COMPANY JUDGE 3