1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 159 OF 2011 CORAM: S. C. DHARMADHIKARI J. Date: 4th day of March, 2011 Mr. Hemant Sethi i/b M/s Hemant Sethi & Co., 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 & Company, Advocate for the Applicant Company, AND UPON READING the affidavit dated 21st day of February, 2011 of Ms. Sharada Prakash Iyer, Authorised Signatory of the Applicant Company in support of Summons for Direction, IT IS ORDERED THAT:- In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Giri Digital Solutions Private Limited (“ the Demerged Company” or “GDSPL”) AND Giri Trading Agency Private Limited (“the Resulting Company” or “GTAPL”) AND their respective shareholders GIRI DIGITAL SOLUTIONS PRIVATE LIMITED, a company incorporated under Companies Act, 1956 and having its registered office at Modi Niwas Bhandarkar Road, Matunga (E), Mumbai - 400019. Called Summons for Directions ) ) ) ) ) ....…The Applicant Company 2 a) The convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement of Giri Digital Solutions Private Limited ("Applicant Company” or “Demerged Company”) with Giri Trading Agency Private Limited (“the Resulting Company”), is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘E1’ to ‘E3’ to the Affidavit in support of the Summons for Directions. b) The convening and holding of the meeting of the Secured Creditors and Unsecured Creditors of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme of Arrangement of Applicant Company with Resulting Company and their respective shareholders is dispensed with in view of the averment made in para 23 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to issue individual notices of hearing of the Petition to all its Secured and Unsecured Creditors by R.P.A.D. and to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi and the publication of the same in Maharashtra Government Gazette is dispensed with. c) In view of the averment made in para 24 of the affidavit of Ms. Sharada Prakash Iyer dated 21st day of February, 2011 in support of the Company Summons for Directions, the provisions of and the procedure prescribed under Section 101(2) of the Companies Act, 1956 is not applicable and the same is dispensed with. d) That the word “And Reduced” may be exempted from adding along with the name of the Applicant Company in the view of averment made in para 25 of Affidavit of Ms. Sharada Prakash Iyer dated 21st day of February, 2011 in support of the Company Summons for Directions. (S. C. DHARMADHIKARI J.)