Amodcs Development Centre India Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO 924 OF 2015 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 to 392 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement of Amdocs Development Centre India Private Limited AND its Shareholders Amdocs Development Centre India ) Private Limited, a Company ) incorporated under the provisions of ) Companies Act, 1956 having its ) registered office at 6th Floor, Tower ) 2, Cybercity, Magarpatta, Hadapsar, ) .........Applicant Company Pune - 411013, Maharashtra, India ) Called Summons for Directions for hearing Mr. Hemant Sethi, i/b. Hemant Sethi & Co., for Applicant Coram: K. R. Shriram, J.

Date: 11th December 2015 Called Summons for Direction for Hearing Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant Company MINUTES OF THE ORDER

UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23rd day of October, 2015 of Mr. Dinesh Bapat, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction, and the Exhibits there in referred to, IT IS ORDERED THAT:

1. The convening and holding 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 Arrangement of Amdocs Development Centre India Private Limited AND its Shareholders is dispensed with, in view of consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits "F-1" and "F- 2" to the Affidavit in support of the Company Summons for Direction.

2. The question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise since there are no Secured Creditors in the Applicant Company as stated in paragraph 13 of the Affidavit in Support of the Company Summons for Direction.

3. The convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme Arrangement of Amdocs Development Centre India Private Limited

and its Shareholders is dispensed with, in view of averments made in paragraph 14 of the Affidavit in support of Company Summons for Direction, inter-alia stating that present Scheme is an arrangement between the Applicant Company and its shareholders as contemplated under Section 391(1)(b) of the Act. There is no Compromise or Arrangement with the creditors as no sacrifice is called for from the Creditors and that the Applicant undertakes to issue individual notice of the date of hearing of the Company Scheme Petition to all its Unsecured Creditors by RPAD and also publish the same in two local newspapers namely „Indian Express‟ in English language and translation thereof in „Loksatta‟ in Marathi Language both having circulation in Pune. The said undertaking is accepted. (K.R. SHRIRAM, J) CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order.

Uploaded by: Shankar Gawde, Stenographer