IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO 429 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter between Scheme of Arrangement between IIJT Education Private Limited (“Transferor Company”) and TeamLease Services Private Limited (“Transferee Company”) and their respective shareholders. IIJT EDUCATION PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its registered office at No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, Bandra (E), Mumbai – 400051) ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S.J. Kathawalla, J Date: 8th July, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th June, 2011 of Mr Mohit Gupta, Director of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of IIJT Education Private Limited, the Applicant / Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between IIJT Education Private Limited and TeamLease Services Private Limited and their respective shareholders, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D1’ and ‘D2’ to the Affidavit in support of the Summons for Direction. 2) That there are no Secured Creditors in IIJT Education Private Limited, the Applicant / Transferor Company as stated in paragraph 16 of the Affidavit in support of the Summons for Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 2 3) That the convening and holding the meeting of the Unsecured Creditors of IIJT Education Private Limited, the Applicant / Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between IIJT Education Private Limited with TeamLease Services Private Limited and their respective shareholders is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve an individual notice of hearing of Petition by Registered Post A.D. upon its Unsecured Creditors having outstanding balance of above Rs.1,00,000/- (Rs. One Lac ). The Applicant Company also undertakes to publish the same in two local newspaper, viz., Free Press Journal, in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 4) That the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction stating that the reduction of the Securities Premium Account shall be effected as a part of the Scheme of Arrangement and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital. The Applicant Company undertakes to convene and hold the Extra Ordinary General meeting of its Equity Shareholders to pass the Special Resolution for utilization of balance in Securities Premium 3 Account under section 78 read with section 100 of the Companies Act, 1956 and to annex the same with the Company Scheme Petition for sanctioning the Scheme. The undertaking is accepted. (S.J. Kathawalla, J) 4