IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.548 OF 2009 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 Angel Capital and Debt Market Limited with Angel Broking Limited and their respective shareholders Angel Broking Limited, a Company incorporated } Under the provisions of Companies act, 1956 } Having its Registered office at G-1, Ground Floor, } Akruti Trade Centre, Road No-7, MIDC, Andheri } (East), Mumbai- 400 093 }...Applicant Company Called for Summons for Direction Coram: A.M. KHANWILKAR J . Date : 2nd May, 2009 0.0.0.0.0.1 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant 0.1 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 21st April 2009 of Mr. Amit 1 Majumdar , Authorised Signatory of the Applicant Company, in support of Summons for Directions ,IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of Angel Capital and Debt Market 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 Angel Capital and Debt Market Limited, the Transferor Company with Angel Broking 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 to G7 to the affidavit in support of the Summons for Directions. 2. That the convening and holding the meeting of the Unsecured Creditors of Angel Capital and Debt Market 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 Angel Capital and Debt Market Limited, the Applicant/Transferor Company with Angel Broking Limited, the Transferee Company and their respective Shareholders (“Scheme”) is dispensed with in view of the averments made in paragraph twenty one of the affidavit in support of Summons for Directions . Applicant Company 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. The Undertaking is accepted. 2 3. There are no Secured Creditors in the Applicant Company as mention in paragraph twenty two of the affidavit in support of Summons for Directions . Hence the question of convening and holding meeting of the Secured Creditors does not arise. (COMPANY JUDGE) 3