Gerad (India) Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.941 OF 2016 In the matter of the Companies Act, 1956 (1of 1956) and to the extent applicable provisions of the Companies Act, 2013 (18 of2013);

AND In the matter of Section 391 to 394 of the Companies Act, 1956;

AND In the matter of Scheme of Amalgamation of MOVEFAST LIMITED AND SERVICES PRIVATE LIMITED with GERAD (INDIA) PRIVATE LIMITED GERAD (INDIA) PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at 86/87 Atlanta, Nariman Point, Mumbai, 400021 ..............................................................Applicant Called for Directions Mr.Kedar Wagle, Advocate for Applicant Coram: S.C.Gupte.J Date: 9th December, 2016

MINUTES OF ORDER Upon the application of the Applicant Company above named by a Summons for Direction and UPON HEARING Shri.Kedar Wagle, Advocate for the Applicant Company and upon reading the Affidavit dated 5th October 2016 of affidavit of Ms.Alifya Huseni, Authorized Signatory of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to IT IS ORDERED THAT:

1) That Convening and holding the meeting of the equity shareholders of the Applicant Company to consider and approve, with or without modification, the proposed arrangement embodied in the Scheme of Amalgamation of MOVEFAST CORPORATE SERVICES PRVATE LIMITED, The First Transferor Company and CORPORATE SERVICES PRIVATE LIMITED, The Second Transferor Company with GERAD (INDIA) PRIVATE LIMITED, The Applicant Company is dispensed with in view of the consents given by all the equity shareholders of the Applicant Company which are annexed as Exhibits "M" to "M-3" to the affidavit of Ms.Alifya Huseni, Authorized Signatory of the Applicant Company in support of the Company Summons for Direction.

2) The Convening and holding of the meeting of the Secured Creditors of the Applicant company to consider and approve, with or without modification, the proposed scheme of amalgamation of MOVEFAST CORPORATE SERVICES PRVATE LIMITED, The First Transferor Company and LIMITED, The Second Transferor Company with GERAD (INDIA)

PRIVATE LIMITED, The Applicant Company is dispensed with in view of the averment made in paragraph 22 of the affidavit in support of the Summons for Directions that the Applicant does not have any Secured Creditors.

3) That Convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve, with or without modification, the proposed scheme of Amalgamation of MOVEFAST CORPORATE SERVICES PRVATE LIMITED, The First Transferor Company and LIMITED, The Second Transferor Company with GERAD (INDIA) PRIVATE LIMITED, The Applicant Company is dispensed with in view of the consents given by the Unsecured Creditors of the Applicant Company which are annexed as Exhibits "O" to "O-3" and also in view of what is stated in para 23 of the affidavit of Ms.Alifya Huseni, Authorized Signatory of the Applicant Company in support of the Summons for Direction and the undertaking given therein that the Applicant would obtain consent of the 2 unsecured creditors before filing of the Company Scheme Petition and issue notice to remaining unsecured creditors by Registered Post A/D.

(S.C.Gupte .J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by: Shankar Gawde, Stenographer.