Capgemini India Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 728 OF 2015

IN THE MATTER of the Companies Act,

1956;

AND

IN THE MATTER of Sections 391 to 394 of

the Companies Act, 1956;

AND IN THE MATTER of Scheme of Amalgamation of Capgemini Business Services (India) Private Limited with Capgemini India Private Limited and their respective Shareholders and Creditors.

Capgemini India Private Limited, ) CIN: U72200MH1992PTC197069 ) a company incorporated under the ) Companies Act 1956 and ) having its registered office at ) Plant 2, Block "A", Godrej IT Park ) Godrej & Boyce Compound ) L.B.S. Marg, Vikhroli West, ) Mumbai - 400 079 ) ... Applicant / Transferee Company - 1 -

Called Summons for Direction for hearing Pooja Kshirsagar and Ankita Singh i/b. ALMT Legal, Advocates for the Applicant Company CORAM: S.C.GUPTE, J.

DATE: 28TH AUGUST, 2015 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Pooja Kshirsagar and Ankita Singh i/b. M/s ALMT Legal, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 31st July 2015 of Mrs. Armin Billimoria, Authorized Representative of the Applicant Company, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT:- 1) The 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 Capgemini Business Services (India) Private Limited with Capgemini India Private Limited and their respective Shareholders and Creditors, is dispensed with in view of the consent given by the Equity Shareholders of the Applicant Company which are annexed as Exhibits "HI"and "H2" to the Affidavit in support of Company Summons for Direction.

2) That the convening, holding meeting and conducting the meeting of the Unsecured Creditors of the Applicant Company is dispensed with in view - 2 -

of the averment made in paragraph 31 and the undertaking contained in paragraph 33 of the Affidavit of Mrs. Armin Billimoria dated 31st July 2015 in support of the Summons for Direction, that individual notice of the hearing of the Company Scheme Petition shall be served to such Unsecured Creditors and the Applicant Company shall publish the notice of hearing of the Company Scheme Petition in Free Press Journal in English and Nav Shakti in Marathi having circulation in Mumbai. 3) That there are no Secured Creditors of the Applicant Company as mentioned in paragraph 32 of the Affidavit of Mrs. Armin Billimoria dated 31st July 2015 in support of the Summons for Direction and hence, the question of convening and holding a meeting of the Secured Creditors does not arise.

(S. C Gupte, J.) - 3 -