IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 629 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of GENESYS WORLDEYE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at C-112/116, Kailash Industrial Complex, Bldg No.1 Parksite, Off L.B.S. Marg, Vikhroli (West), Mumbai- 400 079. AND In the matter of SCHEME OF AMALGAMATION BETWEEN GENESYS WORLDEYE LIMITED (GWL) …Transferor Company AND GENESYS INTERNATIONAL CORPORATION LIMITED (GICL) …… Transferee Company GENESYS WORLDEYE LIMITED (GWL), a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at C-112/116, Kailash Industrial Complex, Bldg No.1, Parksite, Off L.B.S. Marg, Vikhroli (West) Mumbai- 400 079 ……Applicant / Transferor Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date : 1st October, 2010 2 Ms. Sunita Pant i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of Genesys Worldeye Limited, the Applicant above named by Summons for Direction AND UPON hearing Ms. Sunita Pant, Advocate for the Applicant Company AND UPON reading the Affidavit dated 9th September, 2010 of Mr. Sunil Dhage, Authorised Signatory of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding the Meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Genesys Worldeye Limited, the Applicant / Transferor Company with Genesys International Corporation Limited, the Transferee Company, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits “J-1 to J-7” to the Affidavit – in – Support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 30 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 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Genesys Worldeye Limited, the Applicant / Transferor Company with Genesys International Corporation Limited, the Transferee Company is dispensed with in view of the consents given by 4 out of 19 Unsecured Creditors of the Applicant Company, which are annexed as Exhibits ‘K-1’ to ‘K-4’ to the Affidavit – in – Support of the Summons for Direction and in view of the undertaking given by the Applicant in paragraph 31(c) of the said Affidavit to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. 4. That in view of the averments made in paragraph 32 of the Affidavit in Support of Summons for Direction, the requirements of filing of the separate Company Summons for Direction and Company Scheme Petition by Genesys International Corporation Limited, the Transferee Company, is dispensed with. (S. J. Kathawalla, J.)