Rabo India Securities Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 864 OF 2016 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 Rabo India Securities Private Limited [CIN:U61720MH2003PTC139711], a company, incorporated under the Companies Act, 1956, having its registered office at 20/F, Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai, Maharashtra, 400 013;

And In the matter of the Scheme of Amalgamation of Rabo India Finance Limited with Rabo India Securities Private Limited and their respective shareholders and creditors.

Rabo India Securities Private Limited [CIN:

) U61720MH2003PTC139711], a company, ) incorporated under the Companies Act, ) 1956, having its registered office at 20/F, ) ) Tower A, Peninsula Business Park, Senapati Bapat Marg, Lower Parel, Mumbai, ) Maharashtra, 400 013 ) ...Applicant Company Called Summons for Direction Mr. Tapan Deshpande, Advocate i/b. Cyril Amarchand Mangaldas, Advocates for Applicant Company.

Coram: A.K. Menon, J Date: 27th October, 2016 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by the Company Summons for Direction AND UPON HEARING Mr. Tapan Deshpande, Advocate, of Cyril Amarchand Mangaldas, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6th day of September, 2016 of Mr. Rohan Bansal, the Senior Manager - CFA, Mergers & Acquisitions of the Applicant Company, in support of the Company Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED THAT:

(1) The 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 modifications, the proposed Scheme of Amalgamation of Rabo India Finance Limited (the "Transferor Company") and Rabo India Securities Private Limited ("Applicant Company" or "Transferee Company) with their respective shareholders and creditors, is dispensed with, in view of the letters of consent given by both the equity shareholders of the Applicant Company, which are annexed as Exhibits "K-1" and "K2" to the Affidavit in support of the Company Summons for Direction.

(2) There are no secured creditors of the Applicant Company as stated in paragraph 20 of the Affidavit in support of the Company Summons for Direction. Hence, the question of convening and holding the meeting of secured creditors of the Applicant Company, to seek their approval to the Scheme does not arise. (3) There are no unsecured creditors of the Applicant Company as stated in paragraph 21 of the Affidavit in support of the Company Summons for Direction. Hence, the question of convening and holding the meeting of unsecured creditors of the Applicant Company, to seek their approval to the Scheme does not arise. (A. K. Menon, J.)

CERTIFICATE I certify that the order uploaded is a true and correct copy of original signed order.

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