1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 6 OF 2011. In the matter of the Companies Act, 1956 (Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Siemens Corporate Finance Private Limited, the First Transferor Company and Siemens Information Processing Services Private Limited, the Second Transferor Company with Siemens Information Systems Limited, the Transferee Company Siemens Corporate Finance Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 130, Pandurang Budhkar Marg, Worli, Mumbai – 400 018. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 7th January, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER 2 UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 13th December, 2010 of Ms. Sheetal Vyas, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Siemens Corporate Finance Private Limited, the Applicant Company / First Transferor Company and Siemens Information Processing Services Private Limited, the Second Transferor Company with Siemens Information Systems Limited, the Transferee Company is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” and “C-2” to the Affidavit in support of the Summons for Direction 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 20 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. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Siemens Corporate Finance Private Limited, the Applicant Company / First Transferor Company and Siemens Information Processing Services Private Limited, the Second Transferor Company with Siemens Information Systems Limited, the Transferee Company is dispensed with in view of the averment made in paragraph 3 21 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J)