IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.257 OF 2010 In the matter of Sections 391 to 394 read with Section 100 to 104 of the Companies Act, 1956; And In the matter of Aegis Limited; And In the matter of Composite Scheme of Amalgamation and Demerger between Essar Engineering Services Limited and Aegis BPO Services (Gurgaon) Limited and Aegis Limited and their respective shareholders and creditors Aegis Limited ) a company incorporated under ) the Companies Act, 1956 and having ) its Registered Office at Essar House, ) 11, Keshavrao Khadye Marg, Mahalaxmi ) Mumbai-400 034, Maharashtra ) ...Applicant/ Resulting /Transferee Company Called for Summons for Directions Coram: S.J Kathawalla, J. Dated: 9th April, 2010 Mr. Anshul Gupta i/b Rajani Associates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mr. Anshul Gupta instructed by Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 3rd April, 2010 of Mr. Surendra Agarwal, Vice President of the Applicant, in support of the Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Composite Scheme of Amalgamation and Demerger between Essar Engineering Services Limited (the "Transferor Company") and Aegis BPO Services (Gurgaon) Limited (the "Demerged Company") and Aegis Limited (the "Applicant/ Resulting/ Transferee Company") and their respective shareholders and creditors is dispensed with as all the Equity Shareholders have given their consents to the Composite Scheme of Amalgamation and Demerger which are annexed as Exhibits J-1 to Exhibit J-12 to the Affidavit in Support of Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Composite Scheme of Amalgamation and Demerger between Essar Engineering Services Limited (the "Transferor Company") and Aegis BPO Services (Gurgaon) Limited (the "Demerged Company") and Aegis Limited (the "Applicant/ Resulting/ Transferee Company") and their respective shareholders and creditors is dispensed with as all the Secured Creditors have given their consent to the Composite Scheme of Arrangement and Demerger which are annexed as Exhibits L-1 to L-3 to the Affidavit in Support of Summons for Direction. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Composite Scheme of Amalgamation and Demerger between Essar Engineering Services Limited (the "Transferor Company") and Aegis BPO Services (Gurgaon) Limited (the "Demerged Company") and Aegis Limited (the "Applicant/ Resulting/ Transferee Company") and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 11 of the Affidavit in Support of Summons For Direction. The Applicant undertakes to give individual notice of date of final hearing of the Company Petition by Registered Post Acknowledgement Due to all its Unsecured Creditors of the Applicant. The undertaking is accepted. 4. Issuance of Certified copy of this order is expedited. (S.J. Kathawalla, J.)