Bureau Veritas Certification (India) Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 40 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956) and the Companies Act, 2013 (18 of 2013);

AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956 and Section 52 of the Companies Act, 2013;

AND In the matter of the Scheme of Amalgamation & Arrangement between Bureau Veritas Certification (India) Private Limited ('the Applicant Company'

or 'the Transferor Company No.1' or 'BVCIPL');

AND Civil-Aid Technoclinic Private Limited ('the Transferor Company No.2' or 'CATPL');

AND Bureau Veritas (India) Private Limited ('the Transferee Company' or 'BVIPL');

AND Their respective shareholders and creditors BUREAU VERITAS CERTIFICATION (INDIA) PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 (1 of 1956) having its registered office at 6th Floor, Marwah Centre, KrishnalalMarwah Marg, Off Saki Vihar Road, Andheri (E), Mumbai-400072, Maharashtra ) ) ) ) ) ) ) . . . . . . . . . . Applicant Company.

Called Summons for Direction for hearing Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant Coram: K. R. Shriram, J.

Date: 11th February, 2016 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s.

Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 26th day of November, 2015 of Mr. Deepak Sampat, Authorized Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibit therein 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 of Amalgamation & Arrangement ('the Scheme') between Bureau Veritas Certification (India) Private Limited ('the Applicant Company' or 'the Transferor Company No.1' or 'BVCIPL') and Civil-Aid Technoclinic Private Limited ('the Transferor Company No.2' or 'CATPL')(collectively hereinafter referred to as 'the Transferor Companies') and Bureau Veritas (India) Private Limited ('the Transferee Company' or 'BVIPL') is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit 'C-1' and 'C-2' to the Affidavit in support of Summons for Direction. 2.

The question of convening and holding of the meeting of Secured Creditors does not arise since there are no Secured Creditors of the Applicant Company as stated in paragraph 15 of the Affidavit in support of Summons for Direction.

3.

The convening and holding of 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 of Amalgamation & Arrangement ('the Scheme') between Bureau Veritas Certification (India) Private Limited ('the Applicant Company' or 'the Transferor Company No.1' or 'BVCIPL') and

Civil-Aid Technoclinic Private Limited ('the Transferor Company No.2' or 'CATPL')(collectively hereinafter referred to as 'the Transferor Companies') and Bureau Veritas (India) Private Limited ('the Transferee Company' or 'BVIPL') is dispensed with in view of the averments made in paragraph 16 of the Affidavit in support of the Summons for Direction and that the Applicant undertakes to issue individual notice of date of hearing of the Company Scheme Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in two local news papers viz. "Free Press Journal", in English language and translation thereof in "Navshakti", in Marathi language, both having circulation in Mumbai. 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.