IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 248 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of Mahindra Sona Limited, a company incorporated under the Companies Act, 1956 having its registered office at Gateway Building, Apollo Bunder, Mumbai-400001, Maharashtra And In the matter of Scheme of Amalgamation between DRSK Management Services Private Limited and Mahindra Sona Limited and their respective Shareholders. Mahindra Sona Limited a company incorporated under the Companies Act, 1956, having its registered office at Gateway Building, Apollo Bunder, Mumbai 400001, Maharashtra. ) ) ) ) ) …Applicant Called Summons for Direction Coram: S.J.Vazifdar, J. Date: 15th April, 2011 Ms. Sowmya Srikrishna, Counsel i/b Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for Applicant. 2 MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by Summons for Direction and upon hearing Counsel, Ms. Sowmya Srikrishna, instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company and upon reading the Affidavit dated 22nd February, 2011 of Udaychandra Phatak, the Company Secretary, of the Applicant Company, in Support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED: (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, the proposed Scheme of Amalgamation between DRSK Management Services Private Limited and Mahindra Sona Limited and their respective shareholders is dispensed with, in view of the letters of consent given by 36 Equity Shareholders, out of 42 Equity Shareholders of the Applicant Company, which are annexed as Exhibits H-1 to H-36 to the Affidavit in Support of the Summons for Direction and in view of the averments made in paragraph 12 of the said Affidavit. The Applicant undertake to issue individual notice of date of hearing of Petition to its remaining Equity Shareholders if the consents of the said Equity Shareholders are not received before filing of Petition seeking sanction to the proposed Scheme. The undertaking is accepted. 3 (2) The convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and if thought fit approving, with or without modification, the proposed Scheme of Amalgamation between DRSK Management Services Private Limited and Mahindra Sona Limited and their respective shareholders, is dispensed with, in view of the averments made in paragraph 13 of the Affidavit in Support of the Summons for Direction. (3) The convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and if thought fit approving, with or without modification, the proposed Scheme of Amalgamation between DRSK Management Services Private Limited and Mahindra Sona Limited and their respective shareholders, is dispensed with in view of the averments made in paragraph 14 of the Affidavit in Support of the Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of the Petition by R. P. A. D. to all its Unsecured Creditors. The undertaking is accepted. (S. J. Vazifdar, J.)