IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 375 OF 2011 IN THE MATTER of Sections 391 to 394 read with Section 100 to 103 of the Companies Act, 1956; AND IN THE MATTER of Morgan Stanley India Securities Private Limited; AND IN THE MATTER of Scheme of Arrangement of Alanoushka Finlease and Investments Private Limited with Morgan Stanley India Securities Private Limited and their respective Shareholders and Creditors. Morgan Stanley India Securities Private Limited ) a Company incorporated under the provisions of ) the Companies Act, 1956 and having its ) Registered Office at 18F/19F, One Indiabulls Centre, ) Tower 2, Jupiter Mills Compound, Elphinstone Road, ) Mumbai – 400013, Maharashtra, India ) … Applicant/ Transferee Company Called Summons for Direction Coram: S. J. Kathawalla, J. Dated: 24th June, 2011 Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., Advocates for the 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 27th April, 2011of Mr. Anil Rajput, Company Secretary of the Applicant, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement of Alanoushka Finlease and Investments Private Limited with Morgan Stanley India Securities Private Limited and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits J1 to J3 to the Affidavit in support of Summons for Direction. 2. That the convening and holding of the meeting of the Preference Shareholders of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement of Alanoushka Finlease and Investments Private Limited with Morgan Stanley India Securities Private Limited and their respective Shareholders and Creditors is dispensed with in view of the consents given by both the Preference Shareholders of the Applicant Company which are annexed as Exhibits K1 and K2 to the Affidavit in support of Summons for Direction. 3. There are no Secured Creditors of the Applicant Company as stated in paragraph 28 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement of Alanoushka Finlease and Investments Private Limited with Morgan Stanley India Securities Private Limited and their respective Shareholders and Creditors is dispensed with in view of the consents given by both the Unsecured Creditors of the Applicant Company which are annexed as Exhibits L1 and L2 to the Affidavit in support of Summons for Directions. 5. That the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraphs 30 and 31 of the Affidavit in support of Summons for Direction. The Applicant undertakes to pass a Special Resolution under section 100 of the Companies Act, 1956 in respect of the proposed reduction of share capital, on or before filing of the Company Scheme Petition for seeking sanction to the proposed scheme. The undertaking is accepted. (S. J. KATHAWALLA, J.)