IN THE HIGH COURT OF J/UDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO: 556 OF 2010 In the matter of the Companies Act, 1956; AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Wipro Yardley Consumer Care Private Limited with Wipro Limited and their respective shareholders and creditors WIPRO YARDLEY CONSUMER CARE PRIVATE LIMITED a company incorporated under the Companies Act, 1956 having its registered office at # 403-406, 4th Floor, Kane Plaza, Mindspace, Off Link Road, Malad West, Mumbai - 400064 ) ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 27th August, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed 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 9th August, 2010 of Mr. V. Ramachandran, Director of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Amalgamation embodied in the Scheme of Amalgamation of whereby the Wipro Yardley Consumer Care Private Limited (Applicant/Transferor Company) is proposed to be merged with Wipro Limited (Transferee Company), is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “G-1” and “G-2” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Preference Shareholders of the Applicant Company to consider and approve the proposed Amalgamation embodied in the Scheme of Amalgamation of whereby the Wipro Yardley Consumer Care Private Limited (Applicant/Transferor Company) is proposed to be merged with Wipro Limited (Transferee Company), is dispensed with in view of the consent given by the sole Preference shareholder of the Applicant Company which are annexed as Exhibit “H” to the Affidavit in support of the Summons for Direction. 3. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of whereby the Wipro Yardley Consumer Care Private Limited (Applicant/Transferor Company) is proposed to be merged with the Wipro Limited (Transferee Company), is dispensed with in view of the consent given by the HDFC Bank, the only Secured Creditor of the Applicant Company which are annexed as Exhibit “I” to the Affidavit in support of the Summons for Direction. 2 4. That the convening and holding the meeting of the Unsecured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Amalgamation embodied in the Scheme of Amalgamation of whereby the Wipro Yardley Consumer Care Private Limited (Applicant/Transferor Company) is proposed to be merged with Wipro Limited (Transferee Company) is dispensed with in view of the averment made in paragraph 18 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. The said undertaking is accepted. (S. J. Kathawalla, J.) 3