1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 15 OF 2011 In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of Somero Enterprises Inc with 3DPLM Software Solutions Limited and their respective shareholders and creditors etc. 3DPLM Software Solutions Limited, a company ) incorporated under the Companies Act 1956 ) having its registered office at Plant 06, Pirojshanagar, ) Vikhroli (West), Mumbai – 400 079 ) ....Applicant Called Summons for Direction - CORAM: S.C. DHARMADHIKARI, J. DATE : 14th January 2011 Ms. Saeeda Bandukwala, i/by J. Sagar Associates, Advocates for the Applicant. 2 MINUTES OF THE ORDER Upon the application of the abovementioned Company by a Summons for Direction and UPON HEARING Ms. Saeeda Bandukwala instructed by M/s. J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit dated 28th December 2010 of Maria Monserrate, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if through fit, approving with or without modification, the Scheme of Amalgamation of Somero Enterprises Inc with 3DPLM Software Solutions Limited is dispensed with, in view of the letters of consents given by all the Equity Shareholders of the Applicant, which are annexed as Exhibits I-1, I-2 and I-3 to the Affidavit in support of the Company Summons for Direction. 2. That the convening and holding the meeting of the Unsecured Creditors of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation is hereby dispensed with, in view of the averments made in paragraph 10 3 of the Affidavit in support of the Company Summons for Direction. The Applicant undertakes to issue individual notice of hearing of the Petition by R.P. A.D. to all its Unsecured Creditors. The undertaking is accepted. 3. There are no Secured Creditors of the Applicant, as stated in paragraph 10 of the Affidavit-in-support of the Company Summons for Direction. Hence the question of convening and holding the meeting of the Secured Creditors does not arise. (S.C. DHARMADHIKARI, J.)