IN THE HIGH COURT OF JUDICATURE OF BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1221 OF 2009 In the matter of the Companies Act, 1956; AND In the matter of Section 391 and 394 of the said Act AND In the matter of Securities Holding (India) Private Limited AND In the matter of Scheme of Amalgamation of Prarabdh Financial Advisory Services Private Limited WITH Securities Holding (India) Private Limited Securities Holding (India) Private Limited (hereinafter referred to as Applicant / Transferee Company) is a Company incorporated under the Companies Act, 1956 (hereinafter referred to as “the Act” for brevity) having its registered office at 151-A, Mittal Court, A Wing, Nariman Point, Mumbai – 400 021, represented by its Director Mr. Girish Dhoot. …. APPLICANT / TRANSFEREE COMPANY 1 CALLED SUMMON FOR DIRECTION CORAM: Dr. D. Y. Chandrachud, J. DATE: 27th November, 2009. Mr. Jitendra Singh with K. Gopal, Advocates for the Applicant Company MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Jitendra Singh, Advocate for Applicant Company and UPON READING the Affidavit dated 5th November 2009 of Mr. Girish Dhoot S/o Shri Shankarlal Dhoot, Director of the Applicant Company, in support of Summons for Direction and IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of PRARABDH FINANCIAL ADVISORY SERVICES PRIVATE LIMITED (“the Transferor Company”) with SECURITIES HOLDING (INDIA) PRIVATE LIMITED (“the Transferee Company”) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit K-1 to K-3 to the Affidavit in support of the Summons for Direction. 2 2. There are no Secured Creditors of the Applicant Company, as mentioned in the paragraph 13 of the Affidavit in support of the summons for direction. Hence, the question of the convening and holding the meeting of the secured creditors of the Applicant company does not arise. 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 Amalgamation of PRARABDH FINANCIAL ADVISORY SERVICES PRIVATE LIMITED (“the Transferor Company”) with SECURITIES HOLDING (INDIA) PRIVATE LIMITED (“the Transferee Company”) is dispensed with in view of the consents given by the all unsecured creditors of the Applicant company which is Annexed as Exhibit “I-1” and “I-2” to the Affidavit in support of Summons for Direction. (Dr. D. Y. Chandrachud, J) 3