1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 612 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Oracle Corporate Services Limited (“the “Transferor Company 1” ) And Surbhi Investments & Trading Company Private Limited (the “Transferor Company 2”) With Priyanka Finance Private Limited (“Transferee Company”) And their Respective Shareholders Surbhi Investments & Trading Company Private Limited ) A Company incorporated under the provisions ) Of Companies Act, 1956 having its Registered ) At 5th Floor Maneckji Wadia Bldg., 127 ) Mahatma Gandhi Road, Fort, Mumbai –400001 )…..Applicant Company Called Summons for Direction Coram: S. C. DHARMADHIKARI,J DATE: 7th OCTOBER, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th September, 2011 of Mr. Saeed Kazi, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1. That the convening and holding of the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Oracle Corporate Services Limited, Surbhi Investments & Trading Company Private Limited with Priyanka Finance Private Limited and their Respective Shareholders is dispensed with in view of consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “I-1” and “I-2” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Oracle Corporate Services Limited, Surbhi Investments & Trading Company Private Limited with Priyanka Finance Private Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph (19) of the Affidavit in support of Company summons for Direction. The Applicant undertakes to issue an individual notices of hearing of Petition by R.P.A.D. upon all its Secured Creditors and also to publish the said notice in two newspapers, viz; Free Press Journal in English Language and Maharashtra Times in Marathi language both circulated in Mumbai. The said undertaking is accepted. 3. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Oracle Corporate Services Limited, Surbhi Investments & Trading Company Private Limited with Priyanka Finance Private Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph (20) of the Affidavit in support of Company summons for Direction. The Applicant undertakes to issue an individual notices of hearing of Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the said notice in two newspapers, viz; Free Press 3 Journal in English Language and Maharashtra Times in Marathi language both circulated in Mumbai. The said undertaking is accepted (S.C. DHARMADHIKARI, J)