1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO 1330 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Avendus Capital Private Limited and Avendus Securities Private Limited and their respective shareholders and creditors Avendus Capital Private Limited, a Company } Incorporated under the provisions of the Companies } Act, 1956 having its registered office at } The IL&FS Financial Centre, 5th Floor, B Quadrant,} Bandra-Kurla Complex, Bandra (E), } Mumbai- 400 051, India. } }…..Applicant Company Called for Summons for Direction CORAM : Dr. D.Y. CHANDRACHUD J DATE: 18th DECEMBER 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated 14th day of December, 2009 of Mr. Ranu Vora, Chairman & Managing Director 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 Avendus Capital 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 Arrangement between Avendus Capital Private Limited, the Applicant/Transferor Company and 2 Avendus Securities Private Limited, the Transferee Company and their respective shareholders and creditors (“Scheme”) is dispensed with in view of consents given by all the equity shareholders of the Applicant Company annexed as Exhibits C1 to C15 to the affidavit in support of Summons for Direction . 2. The convening and holding the meeting of the Preference Shareholders of Avendus Capital 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 Arrangement between Avendus Capital Private Limited, the Applicant/Transferor Company and Avendus Securities Private Limited, the Transferee Company and their respective shareholders and creditors (“Scheme”) is dispensed with in view of consent given by Sole Preference Shareholder of the Applicant Company annexed as Exhibit- D to the affidavit in support of Summons for Direction . 3. The convening and holding the meeting of the Unsecured Creditors of Avendus Capital 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 Arrangement between Avendus Capital Private Limited, the Applicant/Transferor Company and Avendus Securities Private Limited, the Transferee Company and their respective shareholders and creditors (“Scheme”) is dispensed with in view of consents given by all the Unsecured Creditors of the Applicant Company annexed as Exhibit- E1 & E2 to the affidavit in support of Summons for Directions . 3 4. There are no Secured Creditors in the Applicant Company as mention in paragraph twenty of the affidavit in support of Summons for Directions Hence the question of convening and holding meeting of the Secured Creditors does not arise. 5. That in view of averments made in paragraphs twenty three and twenty four of the affidavit in support of Summons for Direction, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is not applicable and the same is dispensed with as the same does not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital. (Dr. D.Y. CHANDRACHUD J)