1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 799 OF 2010 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 the Scheme of Amalgamation of (1) Reliance Global Management Services Limited and (2) Reliance Infosolutions Private Limited with (3) Reliance Corporate IT Park Limited Reliance Infosolutions Private Limited, ) a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 4th Floor, Court House, Lokmanya Tilak Marg, ) Dhobi Talao, Mumbai – 400 002, Maharashtra ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram: S. J. Vazifdar , J. Date: 10th December, 2010 Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant. 2 MINUTES OF THE ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Mr. Arif Doctor i/b M/s Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23rd November 2010 of Shri Suresh Savaliya, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- [1] That in view of the Applicant Company having obtained the consents in writing of all its Equity Shareholders, which are annexed as Exhibits “F2” to “F8” to the Affidavit in support of the Summons for Direction, the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Reliance Global Management Services Limited and Reliance Infosolutions Private Limited, the “Transferor Companies”, with Reliance Corporate IT Park Limited, the “Transferee Company”, is dispensed with; [2] That the Applicant Company has no Preference Shareholders, as stated in Paragraph 12 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Preference Shareholders does not arise; [3] That the Applicant Company has no Secured Creditors, as stated in Paragraph 13 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; 3 [4] That in view of the averments made in Paragraph 14 of the Affidavit in Support of the Summons for Direction, the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Reliance Global Management Services Limited and Reliance Infosolutions Private Limited, the “Transferor Companies”, with Reliance Corporate IT Park Limited, the “Transferee Company”, is dispensed with. The Applicant Company undertakes to give individual written notice by Registered Post A.D. prior to the hearing of the Petition to all trade creditors of the Applicant Company having outstanding claims of more than Rs. 50,000/-. The undertaking is accepted. [5] That in view of the averments made in Paragraphs 15 to 18 of the Affidavit in support of Summons for Direction, Reliance Corporate IT Park Limited, the Transferee Company is not required to file a separate Application / Petition for obtaining sanction to the proposed Scheme of Amalgamation. (S. J. Vazifdar, J.)