Morgan Stanley India Securities Private Limited v. 0

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 624 OF 2015 In the matter of the Companies Act, 1956 or any re-enactment thereof;

And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956 or any re-enactment thereof;

And In the matter of Morgan Stanley India Securities Private Limited [CIN:

U99999MH1995PTC086838], a company incorporated under the Companies Act, 1956 having its registered office at 18F/19F, Tower 2, One Indiabulls Centre, 841, Senapati Bapat Marg, Mumbai 400013;

And In the matter of Composite Scheme of Amalgamation amongst Morgan Stanley India Services Private Limited and Morgan Stanley Properties India Real Estate Management Private Limited

with Morgan Stanley India Securities Private Limited and their respective shareholders and creditors.

Morgan Stanley India Securities Private ) Limited [CIN: U99999MH1995PTC086838], a ) company incorporated under the Companies ) Act, 1956 having its registered office at ) 18F/19F, Tower 2, One Indiabulls Centre, 841, ) Senapati Bapat Marg, Mumbai 400013 ) ...Applicant Company CALLED SUMMONS FOR DIRECTION FOR HEARING Mr. Tapan Deshpande, Advocate i/b. Cyril Amarchand Mangaldas. Advocates for the Applicant Company.

Coram: S. C. Gupte, J.

Dated: 31st July, 2015 MINUTES OF ORDER UPON the Application of the Applicant Company above named by the Company Summons for Direction and upon hearing Mr. Tapan Deshpande, Advocate instructed by Cyril Amarchand Mangaldas, Advocates for the Applicant Company AND UPON READING the Affidavit dated 6th July, 2014 of Mr. Seetaraman Subramanian, a Director of the Applicant Company, in support of the Company Summons for Direction and the Exhibits referred therein, IT IS ORDERED THAT:

(1) That convening and holding the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Amalgamation amongst Morgan Stanley India Services Private Limited and Morgan Stanley Properties India Real Estate Management Private Limited with Morgan Stanley India Securities Private Limited and their respective shareholders and creditors (the "Scheme"), is dispensed with, in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits "M-1" and "M-2" to the Affidavit in support of the Company Summons for Direction.

(2) That convening and holding the meeting of the Preference Shareholders of the Applicant Company for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme, is dispensed with, in view of the consent given by both the Preference Shareholders of the Applicant Company, which are annexed as Exhibits "O-1" and "O-2" to the Affidavit in support of the Company Summons for Direction.

of the Applicant Company as stated in paragraph 22 of the Affidavit in support of the Company Summons Direction.

(4) That convening and holding the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and if thought fit, approving, with or without modification(s), the proposed Scheme, is dispensed with, in view of the averments made in paragraph 23 of the Affidavit in support of the Company Summons Direction and that the Applicant Company undertakes to issue individual notice of hearing of Petition to all its Unsecured Creditors, if any, by Registered Post Acknowledgement Due and also to publish the notice of hearing of the Petition in two local newspapers i.e. "Free Press Journal" in English language and translation thereof in "Navshakti" in Marathi language both having circulation in Mumbai. The said undertaking is accepted. (S.C. Gupte, J.)