1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 689 OF 2011 In the matter of Section 391 & 394 of Companies Act, 1956; And In the matter of Scheme of Amalgamation Of SQS India Infoservices Private Limited With SQS India Infosystems Private Limited And their Respective Shareholders SQS India Infosystems Private Limited, a } company incorporated under the provisions } of the Act (defined below) having its Registered } Office at Plot No.25/1, MIDC, Rajeev Gandhi, } Infotech Park, Hinjewadi, Phase – III, } Pune – 411 057. } ...........Applicant Called Summons for Direction Coram: S.C. DHARMADHIKARI, J Date: 25th NOVEMBER, 2011 Mr. Hemant Sethi, i/b Hemant Sethi & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 3rd day of November, 2011 of Mr. Gireendra Kasmalkar, Director of the Applicant 2 Company, in support of Summons for Directions and the exhibits referred to therein, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of SQS India Infoservices Private Limited, the Transferor Company with SQS India Infosystems Private Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1” to H3” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph twelve of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding the meetings of the Secured Creditors does not arise. 3. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of SQS India Infoservices Private Limited, the Transferor Company with SQS India Infosystems Private Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph thirteen of the Affidavit in support of Company Summons for Direction. The Applicant 3 Company undertakes to issue an individual notice of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of Petition in one issue each of two daily newspapers viz., „Indian Express‟ in English language and „Loksatta in Marathi language, both circulated in Pune. The said undertaking is accepted. (S. C. DHARMADHIKARI, J)