1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 373 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Inventurus Knowledge Services Private Limited AND In the matter of Inventurus Knowledge Solutions Private Limited AND In the matter of Scheme of Amalgamation of Inventurus Knowledge Services Private Limited with Inventurus Knowledge Solutions Private Limited Inventurus Knowledge Services Private Limited ) A Company incorporated under the Companies ) Act, 1956, having its Registered Office at ) 4th Floor, The Corporate Centre, Nirmal Lifestyles,) L.B.S. Marg, Mulund (W), Mumbai  400 080 ) APPLICANT Called Summons for Direction Coram :- S. J. Kathawalla, J. Dated :- 24th June, 2011 Mr. Dhiren Akbari, Advocate for Applicant. MINUTES OF ORDER Upon the application of the Applicant above named by a Summons for Direction AND UPON hearing Mr. Dhiren Akbari, Advocate for 2 Applicant AND UPON reading the Affidavit dated 2nd May, 2011 of Mr. Arindrajit Datta, the Finance Manager and an Authorised Signatory of the Applicant Company in support of the Summons for Direction and the exhibits therein referred to, IT IS ORDERED THAT:- (1) The convening and holding 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 Amalgamation between Inventurus Knowledge Services Private Limited and Inventurus Knowledge Solutions Private Limited is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “F-1” to “F-2” to the Affidavit in support of Summons of Direction. (2) The convening and holding the meeting of Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Inventurus Knowledge Services Private Limited and Inventurus Knowledge Solutions Private Limited is dispensed with in view of the consents given by the sole Preference Shareholder of the Applicant Company which is annexed as Exhibits “F-3” to the Affidavit in support of Summons of Direction. (3) There are no Secured Creditors of the Applicant Company as stated in paragraph No. 24 of the Affidavit in Support of 3 Summons for Direction, hence the question of convening and holding the meeting of Secured Creditors does not arise. (4) The convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if though it, approving, with or without modification(s), the proposed Scheme of Amalgamation between Inventurus Knowledge Services Private Limited and Inventurus Knowledge Solutions Private Limited is dispensed in view of the consents given by all the unsecured creditors of the Applicant Company, which are annexed as Exhibits “G-1” to “G-20” to the Affidavit in support of the Summons for Direction. (5) That filing of Separate Application and Petition by Inventurus Knowledge Solutions Private Limited, the Transferee Company, is dispensed with in view of the averments made in Paragraph 20 and 21 of the Affidavit in support of the Summons for Direction. (S. J. Kathawalla, J.)