Hgst Technologies India Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.314 OF 2016 In the matter of the Companies Act, I of 1956 and other relevant provisions of Companies Act, 2013;

AND In the matter of Sections 391 to 394 of the Companies Act, I of 1956 and other relevant provisions of Companies Act, 2013;

AND In the matter of Scheme of Amalgamation of VIRIDENT SYSTEMS PVT. LTD., the Transferor Company (CIN No.

U72200KA2007PTC041364);

WITH HGST TECHNOLOGIES INDIA PRIVATE LIMITED, the Transferee Company (CIN No.

U72900PN2011PTC143834);

AND Their respective shareholders HGST TECHNOLOGIES INDIA PRIVATE LTD., ) A Company registered under the Companies Act, ) 1956 having its registered office at Unit No.701&702, ) 7th Floor, SR Iriz, Plot A, S.No.134/2/1/1 and 134, ) CTS No.2344, Pashan, Pune- 411008, Maharashtra )

Represented by its Director, Mr. Davies ) Kuriyakku Thalakottur ) ...Applicant / Transferee Company Coram: B. P. Colabawala J.

Date : 08.07.2016 MINUTES OF ORDER UPON the application of the Applicant/Transferee Company abovenamed by a Summons for Direction AND UPON HEARING Advocate Sheeja John i/b. M/s. M. P. Savla & Co, Advocates for the Applicant/Transferee Company and upon reading the Affidavit dated 5th January,2016 of Mr. Davies Kuriyakku Thalakottur Director of the Applicant/Transferee Company in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:

1.

The convening and holding meeting of the equity shareholders of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement of VIRIDENT SYSTEMS PVT. LTD., ("the Transferor Company") with HGST TECHNOLOGIES INDIA PRIVATE LIMITED ("the Transferee/Applicant Company") is dispensed with in view of the consent given by the equity shareholders of the Applicant Company which is annexed as Exhibit "F" to the Affidavit in support of the Summons for Direction dated 5th January,2016.

2.

The convening and holding meeting of the secured creditor of the Applicant Company to consider and approve the proposed

arrangement embodied in the Scheme of Arrangement of VIRIDENT SYSTEMS PVT. LTD., ("the Transferor Company") with HGST TECHNOLOGIES INDIA PRIVATE LIMITED ("the Transferee/Applicant Company") is dispensed with in view of the consent given by the secured creditor of the Applicant Company which is annexed as Exhibit "E" to the Affidavit in support of the Summons for Direction dated 5th January,2016.

3.

The convening and holding meeting of the unsecured creditor of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement of VIRIDENT SYSTEMS PVT. LTD., ("the Transferor Company") with HGST TECHNOLOGIES INDIA PRIVATE LIMITED ("the Transferee/Applicant Company") is dispensed with in view of the averment made in paragraph 9A of the Affidavit of Mr. Davies Kuriyakku Thalakottur, Director of the Applicant company in support of the Summons for Direction dated 5th January, 2016.

Dated this 08th day of July, 2016.

(B. P. COLABAWALA J.) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order Uploaded by: Shankar Gawde.Stenographer