1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.416 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 between BA CONTINUUM PRIVATE LIMITED WITH BA CONTINUUM INDIA PRIVATE LIMITED BA CONTINUUM PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Unit 501, A Wing, Prism Towers, Mindspace, Malad (W), Mumbai -400 064. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 8th July, 2011 Mr. Rajesh Shah i/b Trilegal, 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 Trilegal, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24th May, 2011 of Mr. Bishnu Tulsian, Authorised Signatory of the Applicant 2 Company, in support of the Summon 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 Company to consider and approve the proposed Scheme of Amalgamation between BA CONTINUUM PRIVATE LIMITED, “the Applicant / Transferor Company” with BA CONTINUUM INDIA PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” and “G-2” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 15 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between BA CONTINUUM PRIVATE LIMITED, “the Applicant / Transferor Company” with BA CONTINUUM INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 16 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to give an individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in two local news papers viz., “Free Press Journal”, in 3 English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (S. J. Kathawalla, J.)