1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 160 OF 2011 CORAM: S. C. DHARMADHIKARI J. Date: 4th Day of March, 2011 Mr. Hemant Sethi i/b M/s Hemant Sethi & Co., for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above name by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Company, Advocate for the 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 Arrangement between Giri Digital Solutions Private Limited (“Demerged Company”) AND Giri Trading Agency Private Limited (“Resulting Company” or “Applicant Company”) AND their respective shareholders GIRI TRADING AGENCY PRIVATE LIMITED , a company incorporated under Companies Act, 1956 and having its registered office at Modi Niwas Bhandarkar Road, Matunga (E), Mumbai - 400019. Called Summons for Direction ) ) ) ) ) ..…The Applicant Company 2 Applicant Company, AND UPON READING the Affidavit dated 21st day of February, 2011 of Ms. Sharada Prakash Iyer, Authorised Signatory of the Applicant Company in support of Summons for Directions, IT IS ORDERED:- a) That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Giri Digital Solutions Private Limited (‘the Demerged Company’) and Giri Trading Agency Private Limited (‘the Applicant Company’ or ‘the Resulting Company’) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘I-1’ to ‘I-7’ of the Affidavit dated 21st day of February, 2011 of Ms. Sharada Prakash Iyer, an Authorised Signatory of the Applicant Company in support of the Summons for Directions. b) That the convening and holding of the meeting of the Secured & Unsecured creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Giri Digital Solutions Private Limited, the Demerged Company and Giri Trading Agency Private Limited, the Applicant Company, is dispensed with in view of the averment made in para 20 of the Affidavit dated 21st day of February, 2011 of Ms. Sharada Prakash Iyer, an Authorised Signatory of the Applicant Company in support of the Company Summons for Directions. The Applicant Company undertakes to issue individual notices of hearing of the Petition to all its Secured Creditors and Unsecured Creditors having an outstanding balance of Rs. 7,000 or more by R.P.A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi. The said undertaking is accepted. (S. C. DHARMADHIKARI J.)