IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO 430 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter between Scheme of Arrangement between IIJT Education Private Limited (“Transferor Company”) and TeamLease Services Private Limited (“Transferee Company”) and their respective shareholders. TEAMLEASE SERVICES PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its registered office at No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (E), Mumbai – 400051 ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S.J. Kathawalla, J Date: 8th July, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th June, 2011 and further Affidavit dated 23rd June 2011 of Mr. Mohit Gupta, Director of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of TeamLease Services Private Limited, the Applicant / Transferee Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between IIJT Education Private Limited and TeamLease Services Private Limited and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits 2 to 17 to the further Affidavit in support of Summons for Direction. 2) That convening and holding the meeting of the Secured Creditors of TeamLease Services Private Limited, the Applicant / Transferee Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between IIJT Education Private Limited and TeamLease Services Private Limited and their respective shareholders, is dispensed with in view of the consents given by both the Secured Creditors of the Applicant Company, which are annexed as Exhibits ‘18’ and ‘19’ to the further 2 Affidavit in support of the Summons for Direction. The Applicant has annexed the consent letter of Secured Creditors at Exhibit ‘18’ which is under office objection. Hence, the Applicant undertakes to give an individual notice of date of hearing of Petition by Registered Post A. D. to both its Secured Creditors and also to publish the same in two news papers, viz., Free Press Journal, in English language and Maharashtra Times, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 3) That the convening and holding of the meeting of the Unsecured Creditors of TeamLease Services Private Limited, the Applicant / Transferee Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between IIJT Education Private Limited with TeamLease Services Private Limited and their respective shareholders is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve an individual notice of hearing of Petition by Registered Post A.D. upon its Unsecured Creditors having outstanding balance of above Rs.1,00,000/- (Rs. One Lac). The Applicant Company also undertakes to publish the same in two local news papers, viz., Free Press Journal, in English language and Maharashtra Times in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (S.J. Kathawalla, J) 3