1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 262 OF 2010 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 Shares & Stock Brokers (P) 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 Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by Company 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 Summons for Directions ,IT IS ORDERED THAT: 2 1. The convening and holding the meeting of the Equity Shareholders of ISJ Shares & Stock Brokers 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 Shares & Stock Brokers Private Limited, the Applicant/Transferor Company with ISJ Securities Private Limited, the 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 C1 to C3 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 meetings of the Unsecured Creditors of ISJ Shares & Stock Brokers 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 Shares & Stock Brokers Private Limited, the Applicant/Transferor Company with ISJ Securities Private Limited, the Transferee Company and their respective Shareholders (“Scheme”) is dispensed with in view of averments made in paragraph (22) of the affidavit in support of 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)