1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 466 OF 2011 In the matter of Companies Act, 1956 AND In the matter of Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement BETWEEN Directi Internet Solutions Private Limited AND Directi Web Services Private Limited AND their Respective Shareholders and Creditors Directi Internet Solutions Private Limited, a Company } Incorporated under the provisions of the Companies Act, } 1956 having its registered office at 52, 5th Floor, Jalan House } Walkeshwar Road, Walkeshwar, Mumbai – 400 006 } ….. Applicant Company Called Summons for Direction Coram: S. J. KATHAWALLA J DATE : 29TH JULY 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER 2 UPON the application of the Applicant Company above named by a 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 8th July, 2011 of Mr. Mahesh Joshi, Authorised Representative of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 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 Arrangement between Directi Internet Solutions Private Limited and Directi Web Services Private Limited and their respective Shareholders and Creditors is dispensed with in view of consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” and “C2” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of the sole Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Directi Internet Solutions Private Limited and Directi Web Services Private Limited and their respective Shareholders and Creditors is dispensed with in 3 view of the consent given by the sole Preference Shareholder which is annexed as Exhibit D1 to the Affidavit in support of Company Summons for Direction. 3. There are no Secured Creditors in the Applicant Company, as stated in paragraph 15 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of the Secured Creditors does not arise. 4. 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 Arrangement between Directi Internet Solutions Private Limited and Directi Web Services Private Limited and their respective Shareholders and Creditors is dispensed with in view of averments made in paragraph 16 of the Affidavit in support of Company Summons for Direction inter alia stating that there is no arrangement and / or compromise with the creditors as no sacrifice is called for and the Applicant Company has also given an undertaking to issue individual notice of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of the Petition in two local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. 4 6. That in view of averments made in paragraphs 18 of the Affidavit in support of Summons for Directions, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is dispensed with. (S.J. KATHAWALLA, J)