1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.312 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Manmade Solutions (India) Private Limited AND Pansy Technologies Private Limited with Enritas Solutions Private Limited AND their Respective Shareholders. Manmade Solutions (India) Private Limited } a company registered under the Companies Act, } 1956, having its registered office at 36, Khimji } Meghji House, 11/15, Issaji Street, Vadgadi, } Masjid (West), Mumbai – 400 003 } ….Applicant Company Called Summons for Direction Coram: S. J. VAZIFDAR, J Date: 6TH MAY 2011 Mr. Hemant Sethi i/b.Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 1st March, 2011 of Mr. Shivaprakash V. Nair, Director of the Applicant 2 Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Manmade Solutions (India) Private Limited, the Applicant Company, for ` the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Manmade Solutions (India) Private Limited, the First Transferor Company and Pansy Technologies Private Limited, the Second Transferor Company with Enritas Solutions Private Limited, the Transferee Company and their respective Shareholders, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” and “C2 to the affidavit in support of the Company Summons for Direction. 2. That there are no Secured Creditors in the Applicant Company as mentioned in paragraph 30 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Manmade Solutions (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Manmade Solutions (India) Private Limited, the First Transferor Company and Pansy Technologies Private Limited, the Second Transferor Company with Enritas Solutions Private Limited, the Transferee Company and their respective Shareholders, is dispensed with in view of the consent given by the Sole Unsecured Creditor of the Applicant Company, which are 3 annexed as Exhibits “E” to the Affidavit in support of the Company Summons for Direction. 4. That the filing of separate Company Summons for Direction and Company Scheme Petition in relation to the proposed scheme by Enritas Solutions Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraph 32 of the Affidavit in support of the Company Summons for Direction. (S. J. VAZIFDAR, J )