IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.934 OF 2009 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Neela India Private Limited; AND IN THE MATTER of Scheme of Arrangement between Neela India Private Limited, Neela Systems Limited, and their respective Shareholders and Creditors for the amalgamation and transfer of business of Neela India Private Limited to Neela Systems Limited. Neela India Private Limited, a company ) incorporated under the Indian Companies ) Act, 1956 having its Registered Office at 4/6, ) Piramal Industrial Premises, Co-op. Estate Ltd,) S.V. Road, Goregaon (West), Mumbai 400062. ) … Applicant / Transferor Company CALLED SUMMONS FOR DIRECTIONS CORAM: S. J. Kathawalla J. Dated: 11th September, 2009 Ms. Renuka Shetty i/b Crawford Bayley & Co. for the Petitioner 1 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 31st August, 2009 of Mr. Vijay Chandrasen Jain, Authorised Representative of the Applicant in support of Summons for Directions, IT IS ORDERED :- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation proposed to be made between Neela India Private Limited, Neela Systems Limited, and their respective Shareholders and Creditors for the amalgamation and transfer of business of Neela India Private Limited to Neela Systems Limited abovenamed is dispensed with in view of the letters of consent given by the Equity Shareholders of the Applicant Company which are annexed as Exhibits F-1 and F-2 to the Affidavit in support of Summons for directions. 2 2. That convening and holding the meeting of the Secured Creditor of the Applicant abovenamed, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation proposed to be made between Neela India Private Limited, Neela Systems Limited, and their respective Shareholders and Creditors for the amalgamation and transfer of business of Neela India Private Limited to Neela Systems Limited abovenamed is dispensed with in view of the consent given by one out of two Secured Creditors and in view of the averments made in paragraph 26 of the Affidavit in support of Summons for directions . The Applicant Company undertakes to issue individual notice of hearing of Petition by R.P.A.D. to such of its Secured Creditors whose consent letters are not annexed. The said undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditor of the Applicant abovenamed, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation proposed to be made between Neela India Private Limited, Neela Systems Limited, and their respective Shareholders and Creditors for the 3 amalgamation and transfer of business of Neela India Private Limited to Neela Systems Limited is dispensed with in view of the averments made in paragraph 27 of the Affidavit in support of Summons for directions . The Applicant Company undertakes to issue individual notice of hearing of Petition upon its Unsecured Creditors of the value of Rs.40,000/- and above by R.P.A.D. The said undertaking is accepted. 4. That in view of the averments made in paragraph 28 of the Affidavit in support of Summons for directions, the requirement of filing the separate Application and Petition u/s 391 to 394 of the Companies Act,1956 by the Transferee Company is dispensed with. 5. Certified copy of this Order is expedited. S. J. Kathawalla J. 4