Marketgate Consulting Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 626 OF 2016

IN THE MATTER OF:

The Companies Act, 1 of 1956;

AND

IN THE MATTER OF:

Section 391 to 394 of the Companies Act, 1956;

AND

IN THE MATTER OF

Scheme of Amalgamation of MARKETGATE CONSULTING PRIVATE LIMITED, the Transferor Company WITH MARKETGATE DIMENSIONS RESEARCH INDIA PRIVATE LIMITED, the Transferee And each of their respective shareholders MARKETGATE CONSULTING PRIVATE ) LIMITED, a company incorporated under the ) Companies Act, 1956 having its registered office ) At 507-A, 5th Floor, Kakad Chambers, Dr. Annie ) Besant Road, Worli, Mumbai - 400 018 ) ...Applicant Company Called : Summons for Direction CORAM: A. K. Menon J.

Date: 8th September, 2016 Abhijeet Shinde, Advocate i/b M/s Trilegal, 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 M/s. i/b Trilegal, Advocate for the Applicant Company UPON READING the Affidavit dated 30 January, 2016 of Mr. Venkatesh Bangera, authorized

signatory of the Applicant Company, in support of the Summons for Direction and Exhibits therein referred to, IT IS ORDERED:

1.

That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of MARKETGATE CONSULTING PRIVATE LIMITED, the Applicant/Transferor Company with MARKETGATE DIMENSIONS RESEARCH INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by each of the Equity Shareholders of Applicant Company, which are annexed as G-1 to G-4 to the affidavit in support of Summons for Directions. 2.

That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of MARKETGATE CONSULTING PRIVATE LIMITED, the Applicant/Transferor Company with MARKETGATE DIMENSIONS RESEARCH INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the negligible amounts of an aggregate of INR 23,58,340 as on 31 December, 2015 which is owed by the Applicant Company to such unsecured creditors which are annexed as Exhibit "H" and the undertaking by the Applicant Company that such unsecured creditors will be provided with a written intimation of the Proposed Scheme of Amalgamation of the Applicant Company with the Transferee Company. 3.

The question of convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of MARKETGATE CONSULTING PRIVATE LIMITED, the Applicant/Transferor Company with MARKETGATE DIMENSIONS RESEARCH INDIA PRIVATE LIMITED, the Transferee Company does not arise since there are no secured creditors as stated in paragraph no. 17A of the affidavit in support of the Summons for Directions. (A. K. Menon J.) CERTIFICATE I certify that the Order uploaded is true and correct copy of the original signed Order.

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