Suchi Managed Services Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 39 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956) and Companies Act, 2013 (18 of 2013);

AND In the matter of Sections 391 to 394 read with Sections to of the Companies Act, 1956 and Section 55 of the Companies Act, 2013;

AND In the matter of Scheme of Arrangement between Jay Instruments and Systems Private Limited, the Demerged Company AND the Resulting Company AND Their Respective Shareholders Creditors SUCHI MANAGED SERVICES PRIVATE LIMITED, a Company incorporated under the Companies Act, 2013 and having its Registered Office at 301, Sumer Kendra, Pandurang Budhkar Marg, Worli, Mumbai, Maharashtra - 400 018 ) ) ) ) ) ...... Applicant Company Called Summons for Direction Mr. Chandrakant Mhadeshwar, 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.

Chandrakant Mhadeshwar, Advocate for the Applicant Company, AND UPON READING the Affidavit dated10th day of December, 2015 of Mr. Vijay Palav, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED: - 1.

That 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 Arrangement between Jay Instruments and Systems Private Limited, the Demerged Company the Resulting Company and their respective shareholders and creditors, is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits 'I-1' and 'I-2' to the Affidavit in support of Summons for Direction.

2.

That there are no Secured Creditors of the Applicant Company as stated in paragraph 16 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3.

That 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 of Arrangement between Jay Instruments and Systems Private Limited, the Demerged Company the Resulting Company and their respective shareholders and creditors, is dispensed with in view of the consent given by its sole the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits 'J-1' to the Affidavit in support of Summons for Direction.

(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.