IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.168 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Wall Street Finance Limited (“WSFL” or “Demerged Company”) and Goldman Securities Private Limited (“GSPL” or “Resulting Company”) and their respective Shareholders and Creditors GOLDMAN SECURITIES PRIVATE LIMITED , a company incorporated under the Companies Act, 1956 having its registered office at ”Natasha”, 52 Hill Road, Bandra (West), Mumbai – 400 050. ) ) ) ) ) ) )……Applicant Company Called Summons for Direction Coram: S J Vazifdar J. Date: 6th February, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th day of January, 2009 of Mr. Navin P. Joshi, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Goldman Securities Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Wall Street Finance Limited, the Demerged company and Goldman Securities Private Limited, the Applicant / Resulting company 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 “G1” and “G2” to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of Goldman Securities Private Limited , the Applicant Company, as mentioned in paragraph (16) of the Affidavit in support of the Summons for Directions, hence, the 2 question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Goldman Securities Private Limited, the Applicant Company , to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Wall Street Finance Limited, the Demerged company and Goldman Securities Private Limited, Applicant / the Resulting company and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph (17) of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The said undertaking is accepted. Company Judge 3