1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.448 OF 2009 In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Anand Rathi Financial Services Limited (the Transferor Company/the Demerged Company) and Anand Rathi Share And Stock Brokers Limited (Transferee Company No.1/Resulting Company No.1) and Anand Rathi Advisors Limited (Transferee Company No.2/ Resulting Company No.2) and their respective shareholders and creditors ANAND RATHI FINANCIAL SERVICES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at B-2, Shubham Centre, 5th Floor, C.G. Road, Chakala, Andheri (East), Mumbai – 400 099. ) ) ) ) ) ) …Applicant Company Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 23rd April, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant 2 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 31st day of March, 2009 of Mr. Swadesh Agrawal, Company Secretary of the Applicant 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 Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between ANAND RATHI FINANCIAL SERVICES LIMITED, the Applicant / Transferor Company/ Demerged Company and ANAND RATHI SHARE AND STOCK BROKERS LIMITED, the Transferee Company No.1/Resulting Company No.1 and ANAND RATHI ADVISORS LIMITED, the Transferee Company No.2/Resulting Company No.2 and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibit “C-1” to “C-12” to the affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditors 3 of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between ANAND RATHI FINANCIAL SERVICES LIMITED, the Applicant / Transferor Company/ Demerged Company and ANAND RATHI SHARE AND STOCK BROKERS LIMITED, the Transferee Company No.1/Resulting Company No. 1 and ANAND RATHI ADVISORS LIMITED, the Transferee Company No.2/Resulting Company No.2 and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 19 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Secured Creditor. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between ANAND RATHI FINANCIAL SERVICES LIMITED, the Applicant / Demerged Company and ANAND RATHI SHARE AND STOCK BROKERS LIMITED, the Transferee Company No.1/ Resulting Company No. 1 and ANAND RATHI ADVISORS LIMITED, the Transferee Company No.2/Resulting Company No.2 and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 20 of the affidavit in support of the 4 Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditor. The said undertaking is accepted. COMPANY JUDGE