1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 504 OF 2011 In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 (Act 1 of 1956); And In the matter of Scheme of Amalgamation of Corliant Internetworking Private Limited; And Addval Technology (India) Private Limited; With Accenture Services Private Limited and their respective shareholders and creditors. Corliant Internetworking Private Limited, a company ) incorporated under the Companies Act 1956 ) having its registered office at Plant 3, Godrej & Boyce ) Complex, LBS Marg, Vikhroli (West), Mumbai 400079 ) ....Applicant Called Summons for Direction - CORAM: S. C. Dharmadhikari J. DATE : 20th August 2011 2 Ms. Saeeda Bandukwala, i/by J. Sagar Associates, Advocates for the Applicant. MINUTES OF THE ORDER Upon the application of the abovementioned Company by a Summons for Direction and UPON HEARING Ms. Saeeda Bandukwala instructed by M/s. J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit dated 2nd August 2011 of Mr. Prabhakar Phatak, the Authorized Signatory of the Applicant Company in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if through fit, approving with or without modification, the proposed Scheme of Amalgamation of Corliant Internetworking Private Limited, the Applicant, and Addval Technology (India) Private Limited with Accenture Services Private Limited is dispensed with, in view of the letters of consent given by both the Equity Shareholders of the Applicant, which are annexed as Exhibits G-1 and G-2 to the Affidavit in support of the Company Summons for Direction. 3 2. There are no Secured Creditors of the Applicant, as stated in paragraph 10 of the Affidavit-in-support of the Company Summons for Direction. Hence the question of convening and holding the meeting of the Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation is dispensed with, in view of the letter of consent given by the sole Unsecured Creditor of the Applicant, which is annexed as Exhibit H to the Affidavit in support of the Company Summons for Direction. 4. That the filing of a separate Company Summons for Direction, Company Scheme Petition in relation to the said Scheme of Amalgamation by Accenture Services Private Limited, the Transferee Company, is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Company Summons for Direction. (S. C. DHARMADHIKARI, J.)