1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 813 OF 2010 In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Tecnovate eSolutions Private Limited and Intelenet Global Services Private Limited and their Respective Shareholders Tecnovate eSolutions Private Limited, a Company } incorporated under the provisions of the } Companies Act, 1956 having its registered } office at Intelenet Towers, Plot CST No. 1406-A/28 } Mindspace, Malad (West), Mumbai –400 064, India }…..Applicant Company Called for Summons for Direction: CORAM: S.J.VAZIFDAR, J DATE: 10th December 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6th December 2010 of Ms.Harsha Kedia, Company Secretary of the Applicant Company, in support of Company Summons for Direction, IT IS ORDERED: (a) that convening and holding of meeting of Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Scheme of Arrangement between Tecnovate eSolutions Private Limited, the Applicant/Transferor Company and Intelenet Global Services Private Limited, the Transferee Company and their Respective 2 Shareholders is dispensed with in view of consents given by all the Equity Shareholders as per their Original letters of consent annexed and marked as EXHIBITS “C-1” to “C-2” to the affidavit in support of Company Summons for Direction; (b) that convening and holding of meeting of Secured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Scheme of Arrangement between Tecnovate eSolutions Private Limited, the Applicant/Transferor Company) and Intelenet Global Services Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of consent given by sole Secured Creditor as per the Original letter of consent annexed and marked as EXHIBIT “E” to the affidavit in support of Company Summons for Direction. (c) That convening and holding of meeting of Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Scheme of Arrangement between Tecnovate eSolutions Private Limited, the Applicant/Transferor Company and Intelenet Global Services Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph 20 of the Affidavit in support of Company Summons for Direction. Applicant Company undertakes to issue individual notices to all its Creditors of the date of hearing of petition and also undertakes to publish the notice of hearing of the Petition in one issue each of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S.J. VAZIFDAR, J)