IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 415 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of i-Process Services (India) Private Limited; And In the matter of Scheme of Amalgamation of i-Solutions Providers (India) Private Limited; with i-Process Services (India) Private Limited. i-Process Services (India) Private Limited ) a company incorporated under ) the Companies Act, 1956 having ) its registered office at ) Acme Plaza, 7th floor, Unit No.707-708, ) Andheri-Kurla Road, Opp. Sangam Cinema) Andheri (East), ) Mumbai – 400 089, Maharashtra ) ... Applicant Company CALLED SUMMONS FOR DIRECTION CORAM: S.J. Kathawalla J. Date : 8th July 2011 2 Mr. Sunil Tilokchandani with Mr. Rashid Boatwalla i/b M/s Manilal Kher Ambalal & Co, Advocates for the Applicant Company. MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON hearing Mr. Rashid Boatwalla i/b M/s Manilal Kher Ambalal & Co., Advocate for the Applicant Company AND UPON reading the Affidavit dated 5th May, 2011 of Mr. Sujal Shah, Director of the Applicant Company and Further Affidavit dated 5th July 2011 of Mr. Jayesh M. Gandhi, Director and Chairman 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 Applicant Company, for the purpose of considering, and if thought fit, for approving, with or without modification, the proposed Scheme of Amalgamation of i-Solutions Providers (India) Private Limited with i-Process services (India) Private Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘G-1’ to ‘G-5’ to the Affidavit in support of the Company Summons for Direction. 3 2. 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 modifications, the proposed Scheme of Amalgamation of i-Solutions Providers (India) Private Limited with i-Process Services (India) Private Limited, the Applicant Company is dispensed with in view of the consents given by two out of twenty Unsecured Creditors of the Applicant Company, which are annexed as Exhibit ‘G-5’ to the Affidavit in Support of the Company Summons for Direction and Exhibit-‘1’ to the Further Affidavit in support of Company Summons for Direction and as the Applicant Company has already paid 18 of 19 Unsecured Creditors of the Applicant Company as averred in paragraph 4 of the Further Affidavit. 3. There are no Secured Creditors of the Applicant Company, as stated in paragraph 22 of the Affidavit in support of Company Summons for Direction. Hence the question of convening and holding the meetings of the creditors does not arise. (S. J. Kathawalla, J.) 4 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 415 OF 2011 In the matter of the Companies Act, 1956; etc. And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of i-Process Services (India) Private Limited; And In the matter of Scheme of Amalgamation of i-Solutions Providers (India) Private Limited with i-Process Services (India) Private Limited. i-Process Services (India) Private Limited … Applicant Company Minutes of Order ------------------------------ Dated this day of July, 2011 M/s. Manilal Kher Ambalal & Co., Advocates for the Applicant Company MKA Chambers, (Crossly House), British Hotel Lane, Off. Bombay Samachar Marg, Fort, Mumbai- 400 001. 5