1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 263 OF 2010 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of ISJ Shares & Stock Brokers Private Limited with ISJ Securities Private Limited and their respective shareholders ISJ Securities Private Limited, a Company incorporated } Under the provisions of Companies act, 1956 } Having its Registered office at 401-D, Natwar Chambers, } Nagindas Master Road, Fort, Mumbai-400023 } ...Applicant Company Called for Summons for Direction Coram: S.J KATHAWALLA J . Date : 16TH APRIL 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant 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 12th April, 2010 of Mr. Vinay Rokadia, Director of the Applicant Company, in support of Company Summons for Directions, IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of ISJ Securities Private 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 ISJ Share & Stock Brokers Private Limited, the Transferor Company with 2 ISJ Securities Private Limited, the Applicant / 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 G1 & G2 to the affidavit in support of the Company Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph (21) of the Affidavit in support of Company Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of ISJ Securities Private 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 ISJ Share & Stock Brokers Private Limited, the Transferor Company with ISJ Securities Private Limited, the Applicant / Transferee Company and their respective Shareholders (“Scheme”) is dispensed with in view of the averments made in paragraph (22) of the affidavit in support of Company Summons for Directions. Applicant undertakes to give individual notices to all its Trade Creditors and Creditors for Expenses, other than Trade Creditors for pay out of the date of hearing of petition and also publish notices in „Free Press Journal‟ in English and „Maharashtra Times‟ in Marathi. The Undertaking is accepted. (S.J KATHAWALLA J )