Solera Networks India Private Limited v. 0

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 779 OF 2015 In the matter of the Companies Act, 1956 (1 of 1956);

and In the matter of Sections 391 to 394 of the Companies Act, 1956;

and In the matter of Scheme of Amalgamation of Solera Networks India Private Limited and Blue Coat Network (India) Private Limited and their respective shareholders Solera Networks India Private Limited, ) a company Incorporated under ) the Companies Act, 1956 having ) its Registered Office at 303, 3rd Floor, Kapil ) Zenith, S. No. 55, Hissa No. 1, Off.

) Bangalore Mumbai Bypass, near ) Chandni Chowk, Bavdhan Pune 411021, Maharashtra ) ...Applicant Company Called Summons for Direction for hearing Mr. Hemant Sethi with Mr. Ajit Singh Tawar i/b. M/s Hemant Sethi & Co., for Applicant Coram: S. C. Gupte, J.

Date: 9TH OCTOBER 2015

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 M/s. Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 28th August, 2015 of Mr. Ambarish Deshpandhe, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits referred therein, IT IS ORDERED THAT:

1. The convening and holding of the meeting of 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 Solera Networks India Private Limited and Blue Coat Network (India) Private Limited and their respective shareholders, is dispensed with in view of consent given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits 'G-1' and 'G-2' to the Affidavit in support of Company Summons for Direction and upon an undertaking given by the Applicant Company to issue individual notice of the date of hearing of the Petition to the Shareholder whose consent letter is attached and marked as Exhibit 'G-1' as the said consent letter is signed by the Authorised Signatory on behalf of Shareholder and in lieu of any supporting Board Resolution authorizing such authorize signatory to sign on behalf of such Shareholder the Applicant Company undertakes to issue notice of the date of hearing of the Company Scheme Petition to such Shareholder.

2. The question of convening and holding the meeting of Secured and Unsecured Creditors does not arise since there are no Secured and

Unsecured Creditors in the Applicant Company as stated in paragraph 15 of the Affidavit in support of Summons for Direction. (S C Gupte, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

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