1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 477 OF 2010 In the matter of: The Companies Act, 1956 And In the matter of: Sections 391 to 394 of the Companies Act, 1956 And In the matter of: HSBC Financial Holdings (India) Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 52/60, Mahatma Gandhi Road, Fort, Mumbai- 400 001, Maharashtra And In the matter of: The Scheme of Amalgamation of HSBC Pragati Finance (India) Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 52/60, Mahatma Gandhi Road, Fort, Mumbai - 400 001, Maharashtra (“HPFI”) (“Transferor Company No. 1”); HSBC Financial Holdings (India) Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 52/60, Mahatma Gandhi Road, Fort, Mumbai- 400 001, Maharashtra (“HFHI”) (“Transferor Company No. 2” or “Applicant Company”); HSBC Consumer Services (India) Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 52/60, Mahatma Gandhi Road, Fort, Mumbai - 400 001, Maharashtra (“HCSI”) (“Transferor Company No. 3”) with HSBC Securities and Capital Markets (India) Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 52/60, Mahatma Gandhi Road, Fort, Mumbai - 400 001, Maharashtra (“Transferee Company”) and their respective members and creditors. HSBC Financial Holdings (India) Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 52/60, Mahatma Gandhi Road, Fort, Mumbai- 400 001, Maharashtra ) ) ) ) ) …. Applicant Company 2 CALLED SUMMONS FOR DIRECTION Coram: - S. J. Vajifdar, J. Dated: - 2nd July, 2010 Mr. Sayantan Banerjee i/b AZB & Partners, Advocate for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. Sayantan Banerjee instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th day of June, 2010 of Mr. Ravi Menon, Director and the Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That 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 HSBC Pragati Finance (India) Private Limited, the Transferor Company No.1; and HSBC Financial Holdings (India) Private Limited, the Transferor Company No.2 or the Applicant Company; and HSBC Consumer Services (India) Private Limited, the Transferor Company No. 3; and HSBC Securities and Capital Markets (India) Private Limited, the Transferee Company; is dispensed in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C-1” and “C-2” to the Affidavit in Support of the Summons for Direction. 2. There are no Preference Shareholders of the Applicant Company as mentioned in paragraph no. 35 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding meeting of Preference Shareholders does not arise. 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph no. 36 of the Affidavit in Support of the Summons for Direction. Hence, the question of convening and holding meeting of Secured Creditors does not arise. 3 4. 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, is dispensed in view of the averments made in paragraph no. 37 of the Affidavit in Support of the Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in one issue each of Free Press Journal in the English language and Maharashtra Times in the Marathi language, both having circulation in Mumbai. The undertaking is accepted. (S. J. Vajifdar, J.)