1 `IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.819 OF 2009 In the matter of Section 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Y-Point (India) Private Limited(first Amalgamating Company) and Y-Point Technologies (India) Private Limited(Second Amalgamating Company) and Tekedge (India) Private Limited(Third Amalgamating Company) and Xoriant Solution Private Limited(Amalgamated Company) and their respective members Y-Point Technologies (India) Private Limited, ) a Company incorporated under the provisions ) of Companies Act, 1956 having its Registered ) office at Winchester, 4th floor, High Street, ) Hiranandani Business Park, Powai. ) Mumbai 400076 } .....Applicant Company Called for Summons for Direction CORAM: S. J. KATHAWALLA J DATE: 13th AUGUST 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b Hemant Sethi & Co. 2 Advocates for Applicant Company, AND UPON READING the Affidavit dated 9th July 2009 of Mr. Sandeep Parekh, Director of the Applicant Company in support of Summons for Directions : IT IS ORDERED: a. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if, thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Y-Point (India) Private Limited, the first Amalgamating Company and Y-Point Technologies (India) Private Limited, the Applicant/Second Amalgamating Company and Tekedge (India) Private Limited, the third Amalgamating Company and Xoriant Solution Private Limited, the Amalgamated Company and their respective members is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘C’ to the affidavit in support of the Summons for Directions. b. That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if, thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Y-Point (India) Private Limited, the first Amalgamating Company and Y-Point Technologies (India) Private Limited, the Applicant/ Second Amalgamating Company and Tekedge (India) Private Limited, the 3 third Amalgamating Company and Xoriant Solution Private Limited, the amalgamated company and their respective members is dispensed with in view of averments made in paragraph thirty seven of the affidavit in support of Summons for Directions. Applicant Company undertakes to give individual notices to all its Creditors of the date of hearing of petition. The said undertaking is accepted. c. That there are no Secured Creditors in Y-Point Technologies (India) Private Limited, the Applicant Company, as mentioned in paragraph thirty eight of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. d. That in view of averments made in paragraphs thirty three to thirty seven of the affidavit in support of Summons for Directions, the Transferee Company is not required to file Company Application and Petition for sanctioning the Scheme of Amalgamation of Y-Point (India) Private Limited, the first Amalgamating Company and Y-Point Technologies (India) Private Limited, the Applicant/Second Amalgamating Company and Tekedge (India) Private Limited, the third Amalgamating Company and Xoriant Solution Private Limited, the Amalgamated Company and their respective members . (Company Judge)