IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 93 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation between Zensar OBT Technologies Limited (‘the First Transferor Company’) and Zensar Transformation Services Limited (‘the Second Transferor Company’) with Zensar Technologies Limited (‘the Transferee Company’) and their respective shareholders and creditors ZENSAR TRANSFORMATION SERVICES LIMITED, a Company incorporated under the Companies Act, 1956 having its registered office at Zensar Knowledge Park, Plot # 4, MIDC, Kharadi, Off Nagar Road, Pune – 411014. ) ) ) ) ) ) ) ) ) ) ……Applicant Company 1 Called Summons for Direction Coram: S.J. Kathawalla, J. Date: 5th February, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 28th day of January, 2010 of Mr. Nilesh Limaye, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED:- 1) That convening and holding the meeting of the Equity Shareholders of Zensar Transformation Services Limited, the Applicant Company, to consider and, if thought fit, approve, 2 with or without modifications, the proposed Scheme of Amalgamation between Zensar OBT Technologies Limited, (‘the First Transferor Company’) and Zensar Transformation Services Limited (‘the Applicant Company’ or ‘the Second Transferor Company’) with Zensar Technologies Limited (‘the Transferee Company’) and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘H1’ to ‘H7’ to the Affidavit in support of Summons for Directions. 2) There are no Secured Creditors of Zensar Transformation Services Limited, the Applicant Company, as mentioned in paragraph 21 of the Affidavit in support of Summons for Directions, 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, to consider and, if 3 thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation between Zensar OBT Technologies Limited, (‘the First Transferor Company’) and Zensar Transformation Services Limited (‘the Applicant Company’ or ‘the Second Transferor Company’) with Zensar Technologies Limited (‘the Transferee Company’) and their respective shareholders and creditors is dispensed with in view of the averment made in paragraph 22 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all Unsecured Creditors of the Applicant Company. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Sakal Times’ in English language and ‘Kesari’ in Marathi language, both circulated in Pune. The said undertaking is accepted. 4) That in view of the averments made in paragraphs 23, 24 and 25 of the Affidavit in support of Summons for Directions, the 4 filing of a separate Application and Petition by Zensar Technologies Limited, the Transferee Company is dispensed with. (S.J.Kathawalla, J) 5