1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 507 OF 2010 In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation between HOV AR Management Services Private Limited and Tracmail AR Services Private Limited with Tracmail (India) Private Limited and their Respective Shareholders Tracmail AR Services Private Limited, a Company ) Incorporated under the provisions of Companies Act, 1956 ) having its Registered Office at Tower No. 2, Floor No. 3 ) International Infotech Park, Vashi, Navi Mumbai ) Maharashtra 400 705 ) …..Applicant Company Called for Summons for Direction Coram: S.J. VAZIFDAR J Date : 23rd JULY 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 13th July, 2010 of Mr. Sunil Vasant Rajadhyaksha, Director of the Applicant Company in support of Company Summons for Direction, IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of Tracmail AR Services Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between HOV AR Management Services Private Limited 2 and Tracmail AR Services Private Limited, the Applicant Company with Tracmail (India) Private Limited, the Transferee Company and their Respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 & C2 to the affidavit in support of the Company Summons for Direction. 2. The convening and holding the meeting of the Unsecured Creditors of Tracmail AR Services Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between HOV AR Management Services Private Limited and Tracmail AR Services Private Limited, the Applicant Company with Tracmail (India) Private Limited, the Transferee Company and their Respective Shareholders (“Scheme”) is dispensed with in view of averments made in paragraph thirty one of the affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also publish the same in „Free Press Journal‟, in English and „Maharashtra Times‟, in Marathi both circulated in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. The undertaking is accepted. 3. That there are no Secured Creditors in Tracmail AR Services Private Limited, the Applicant Company as mentioned in paragraph thirty two of the affidavit in support of Company Summons for Direction and hence, the 3 question of convening and holding the meeting of Secured Creditors does not arise. (S.J. VAZIFDAR J )