1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 352 OF 2010 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Jabil Circuit Technology India Private Limited (Transferor Company) with Jabil Circuit India Private Limited (Transferee Company) and their respective shareholders. Jabil Circuit India Private Limited, a Company incorporated under the provisions of Companies act, 1956 having its Registered office at 17th Floor, Nirmal Towers, Nariman Point, Mumbai 400021 } } } } ….Applicant Called for Summons for Direction Coram: S. J. VAZIFDAR J. Date: 11th June 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates 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 & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th day of May, 2010 of Mr. Anoop Mehrotra, Director of the Applicant 2 Company, in support of Company Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding of the meeting of the Equity Shareholders of Jabil Circuit India Private Limited, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Jabil Circuit Technology India Private Limited, the Transferor Company with Jabil Circuit India Private Limited, the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of the consent given by all the equity shareholders of the Applicant Company, which are annexed as Exhibits G1 & G2 to the affidavit in support of Company Summons for Directions. 2) That convening and holding of the meeting of the Redeemable Non cumulative Preference Shareholder of Jabil Circuit India Private Limited, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Jabil Circuit Technology India Private Limited, the Transferor Company with Jabil Circuit India Private Limited, the Applicant/ Transferee Company and their respective shareholders is dispensed with in view of consent given by sole Redeemable Non cumulative Preference Shareholder of the Applicant Company, which is annexed as Exhibit H to the affidavit in support of Company Summons for Directions. 3) That convening and holding of the meeting of the Unsecured Creditors of Jabil Circuit India Private Limited, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Jabil Circuit Technology India Private Limited, the Transferor Company with Jabil Circuit India Private Limited, the Applicant/Transferee Company and their respective Shareholders is 3 dispensed with in view of averments made in paragraph twenty one of the affidavit in support of Company Summons for Directions. 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 said undertaking is accepted. 4) That there are no Secured Creditors of Jabil Circuit India Private Limited, the Applicant Company / the Transferee Company, as mentioned in paragraph twenty two of the affidavit in support of Company Summons for Directions and hence, the question of convening and holding the meeting of Secured Creditors does not arise. ( S.J VAZIFDAR J. )