1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORIDNARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 255 OF 2010 In the matter of Sections 391 & 394 of the Companies Act, 1956 AND In the matter of Scheme of Amalgamation of: 1. GREY MATTER INDIA TECHNOLOGIES PRIVATE LIMITED WITH 2. IDHASOFT LIMITED GREY MATTER INDIA TECHNOLOGIES PVT. LTD Regd Office: 1st floor, Plot No-31, Sai Darshan Towers, Gorai-1, Borivli (West), Mumbai-400 092……………………. APPLICANT Called Summons for Directions: CORAM : S.J.Kathawalla J. Dated : 9th April, 2010 Mr. KEDAR WAGLE, Advocate for the Applicant MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING abovenamed by Summons for Direction AND UPON READING the Affidavit dated 26th March, 2010 of, Cyril 2 Kurikose, Director of the Applicant Company in support of the Summons for Directions, and the Exhibits therein referred to, IT IS ORDERED :- 1) THAT the convening of the meeting of the Equity Shareholders of Grey Matter India Technologies Private Limited, the Applicant Company, for the purpose of considering and if thought fit, approving the Scheme of amalgamation of Grey Matter India Technologies Private Limited, being the Transferor Company with Idhasoft Limited, the Transferee Company, is dispensed with in view of the consent in writing given by the Transferee Company being the only equity shareholder of the Applicant Company to the proposed Scheme of Amalgamation which is annexed as Exhibit “ I ” to the affidavit in support of the Summons for Direction. 2) There are no Secured Creditors of the Applicant Company, as mentioned in paragraph (22) of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding meeting of Secured Creditors does not arise 3) The convening of the meeting of the Unsecured Creditors of Grey Matter India Technologies Private Limited, the Applicant Company for the purpose considering and if thought fit approving the Scheme of Amalgamation of Grey Matter India Technologies Private Limited 3 being the Transferor Company with Idhasoft Limited the Transferee Company is dispensed with in view of the consent in writing given by the Unsecured Creditors to the proposed scheme of Amalgamation which are annexed as being Exhibits “ K-1 ” to “ K-12 ” to the Affidavit in support of the Summons for Direction. The Applicant undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D to the unsecured Creditors whose consents letters are under office objection. 4) THAT Convening of meetings of the Sundry Creditors of the Applicant Company is dispensed with in view of the consent given by one sundry creditor which is annexed as Exhibit “L-1” and in view of the averments made in paragraph 25 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D to all the remaining Sundry Creditors whose consents are not obtained. The undertaking is accepted. (S.J.Kathawalla. J)