1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 100 OF 2010 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of Achievers Tutorials Pvt. Ltd., Elan The Finishing School Pvt. Ltd., Global Business School Pvt. Ltd., G. H. Raisoni Academy for Human Excellence Pvt. Ltd., SGR Educational Ventures Pvt. Ltd., SGR Publications Pvt. Ltd. and Smart Knowledge Consultancy Pvt. Ltd. with Smart IT Concepts (Nagpur) Pvt. Ltd. Smart Knowledge Consultancy Pvt. Ltd. ) a Company incorporated under the ) Companies Act 1956 (1 of 1956) and having ) its registered office at Ajanta Tobacco Co., ) Khandesh Mill Compound, Jalgaon – 425 001) …Applicant Company 2 Called for Summons for Directions Coram: S.J. Kathawalla J. Date : 5th February, 2010 Mr. Ramesh Saraogi, for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Ramesh Saraogi, Advocate for the Applicant Company. AND UPON READING the Affidavit dated 27th day of January, 2010 of Mr. Ravi Kataria, Authorised Signatory of the Applicant Company in Support of Summons for Directions. IT IS ORDERD :- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, Scheme of Amalgamation of Achievers Tutorials Pvt. Ltd. (the First Transferor Company), Elan The Finishing School Pvt. Ltd. (the Second Transferor Company), Global Business School Pvt. Ltd.(the Third Transferor Company), G. H. Raisoni Academy for Human Excellence Pvt. Ltd. (the Fourth Transferor Company), SGR Educational Ventures Pvt. Ltd. (the Fifth Transferor Company), SGR Publications Pvt. Ltd. 3 (the Sixth Transferor Company) and Smart Knowledge Consultancy Pvt. Ltd. (the Seventh Transferor Company) with Smart IT Concepts (Nagpur) Pvt. Ltd. (the Transferee Company) is dispensed with as the Applicant Company has obtained the consent letter from its Equity Shareholder consenting to the Scheme of Amalgamation, which is annexed as Exhibit “C-1” to “C-8” to the Affidavit in Support of the Summons for Directions. 2. There are no Secured or Unsecured Creditors in the Applicant Company as mentioned in paragraph No. 45 and 46 of the Affidavit in Support of Summons for Directions, hence the question of convening and holding the meetings of the Secured and Unsecured Creditors does not arise. (S.J. Kathawalla J.)