Accenture Solutions Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 218 OF 2016 In the matter of:

The Companies Act, 1956 and the Companies Act, 2013;

AND In the matter of:

Sections to of the Companies Act, and the notified provisions of the Companies Act, 2013;

AND In the matter of:

Accenture Solutions Private Limited, a private limited company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 4th Floor, Tower II, Phase II, Logitech Park, Andheri Kurla Road, Andheri (E), Mumbai 400072;

AND In the matter of:

Scheme of Amalgamation of Accenture Services Private Limited With

Accenture Solutions Private Limited And their respective shareholders and creditors .

Accenture Solutions Private Limited, a private limited company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 4th Floor, Tower II, Phase II, Logitech Park, Andheri Kurla Road, Andheri (E), Mumbai 400072 ) ) ) ) ) ) ) ) ) ......Applicant Company CALLED SUMMONS FOR DIRECTIONS Mr. Molla Hasan along with Mr. Gaurav Rohra i/b AZB & Partners, Advocates for the Applicant Company Coram: - B.P. Colabawalla, J.

Dated: - 1st April, 2016 MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Molla Hasan along with Mr. Gaurav Rohra instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 14th January, 2016 of Mr. Sangram Manjrekar, Company Secretary of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED:

1.

That convening and holding of the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Accenture Services Private Limited with Accenture Solutions Private Limited and their respective shareholders and their creditors, is dispensed with in view of the consents given by both Equity Shareholders of the Applicant Company, which are annexed and marked as Exhibits "L-1" to "L-2" to the Affidavit in Support of the Summons for Direction.

2.

That there are no Secured Creditors in the Applicant Company, as stated in paragraph 18 of the affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3.

That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Accenture Services Private Limited with Accenture Solutions Private Limited and their respective shareholders and their creditors, is dispensed with in view of the averments made in paragraph 19 of the Affidavit in Support of the Company Summons for Direction inter-alia stating that the aggregate assets of the Applicant Company and the Transferor Company are in excess of, and are more than sufficient to meet all their respective external liabilities and that the Scheme will not adversely affect the rights and interest of any of the creditors of any company in any manner whatsoever. The Applicant

Company undertakes to serve individual notice of hearing of the Petition by Registered Post AD to all its Unsecured Creditors and also to publish the same in two local newspapers i.e. 'Free Press Journal' in English language and translation thereof in 'Navshakti' in Marathi language, both having circulation in Mumbai. The undertaking is accepted.

(B.P. Colabawalla, J) CERTIFICATE I certify that the Order uploaded is a true and correct copy of original signed order.

Uploaded by:

Shankar Gawde, Stenographer