THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.167 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 WALL STREET FINANCE LIMITED , a company incorporated under the provisions of the Companies Act, 1956 and 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 and additional Affidavit dated 3rd day of February, 2009 of Mr.Navin P.Joshi, Authorised Signatory of the Applicant company, in support of Summons for Directions, IT IS ORDERED: 1. That the meeting of the Equity Shareholders of Wall Street Finance Limited, the Applicant Company be convened and held at Kalavati Chabaria Hall, Rotary Service Centre, Juhu Tara Road, Santacruz (West), Mumbai – 400 049 on Friday, the 6th March of 2009 at 11 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Wall Street Finance Limited, the Applicant / Demerged company and Goldman Securities Private Limited, the Resulting company and their respective Shareholders and Creditors. 2. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme and the statement required 2 to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in Free Press Journal, in English and Maharashtra Times in Marathi, both circulated at Mumbai. Publication thereof in the Maharashtra Government Gazette is dispensed. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to 3 a) issue Notice convening meeting of the Equity shareholders as per Form No. 36 (Rule 73) b) issue Form of Proxy as per Form No. 37 (Rule 73) c) advertise the Notice convening meeting as per Form No. 38 (Rule 74) d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted 5. Mr. Sudip Bandyopadhyay, Director of the Applicant company, failing him, Mr.Areef Patel, Director of the Applicant Company, and failing him, Mr. Rajnikant Patel, Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at Kalavati Chabaria Hall, Rotary Service Centre, Juhu Tara Road, Santacruz (West), Mumbai – 400 049 on 6th day of March of 2009 at 11 a.m., or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. The chairman shall have all power under the Article pf Association of the company and under the company (Court) Rules, 1959 in relation to conduct of the meeting including the deciding procedural question that may arise at the meeting or 4 at any adjournment thereof or any other matter including amendment to the Scheme / resolution if any, proposed at the meeting by any person(s) 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (Five) Equity shareholders present in person. 8. That voting by proxy/ authorized representative be permitted, provided that a proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at ”Natasha”, 52 Hill Road, Bandra (West), Mumbai – 400 050, Maharashtra, not later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 10.That the Chairman do report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 5 11. That the convening and holding the meeting of the Secured Creditors of 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 Applicant / Demerged company and Goldman Securities Private Limited, the Resulting company and their respective Shareholders and Creditors , is dispensed with in view of the averments made in paragraph 19 of the Affidavit in support of the Summons for Directions and averment made in paragraph 3 and 4 of the additional Affidavit. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon its all Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The undertaking is accepted. 12. That the convening and holding the meeting of the Unsecured Creditors of 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 Applicant / Demerged company and Goldman Securities Private Limited, the Resulting company and their respective Shareholders and Creditors , is dispensed with in view of the averments made in 6 paragraph 20 of the Affidavit in support of the Summons for Directions and averment made in paragraph 5 and 6 of the additional Affidavit. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The undertaking is accepted. Company Judge 7