IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 862 OF 2009 In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 read with sections 78, 100 to 103 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement between ENDURANCE SYSTEMS (INDIA) PRIVATE LIMITED AND ENDURANCE TECHNOLOGIES PRIVATE LIMITED ENDURANCE TECHNOLOGIES PRIVATE LIMITED) a Company incorporated under the Companies ) Act, 1956 having its Registered Office at K-228, ) MIDC, Industrial Area, Waluj, Aurangabad 431 136) ……… APPLICANT Called Summons for Direction CORAM: S. J. Kathawalla, J DATE : 21st August, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant Company. MINUTES OF ORDER Upon the application of the Applicant abovenamed by a Summons for Directions AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co for the Applicant Company, AND UPON reading the Affidavit dated 17th August,2009 of Mr. Sanjay Gupta, Group Chief Financial Officer of the Applicant Company in support of Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:- 1. That convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Endurance Systems (India) Private Limited, the Transferor Company and Endurance Technologies Private Limited, the Applicant Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “F-1 and F-8” to the Affidavit in Support of Summons for Directions. 2. That convening and holding of the meeting of Secured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Endurance Systems (India) Private Limited, the Transferor Company and Endurance Technologies Private Limited, the Applicant Company is dispensed with in view of averment made in paragraph 16 and 22 of the Affidavit in Support of Summons for Directions. The Applicant Company undertakes to issue individual notice of date of hearing of the Petition by Registered Post A.D to all its Secured Creditors. The said undertaking is accepted. 2 3. That convening and holding of the meeting of Unsecured Creditor of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Endurance Systems (India) Private Limited, the Transferor Company and Endurance Technologies Private Limited, the Applicant Company is dispensed with in view of averment made in paragraph 16 and 23 of the Affidavit in Support of Summons for Directions. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D to its Unsecured Creditors having outstanding balance of Rs.1,00,000/- and above. The said undertaking is accepted. 4. That in view of the averment made in paragraph 24 of the Affidavit dated 17th August, 2009 of Mr. Sanjay Gupta, Group Chief Financial Officer of the Applicant Company in support of the Summons for Direction stating that reduction and utilisation of the Securities Premium Account shall be effected as an integral part of the Scheme, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with as the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital,. The Applicant Company undertakes to pass the Special Resolution in the Extra Ordinary General Meeting of Equity Shareholders for reduction and utilisation of Securities Premium Account under Section 78 read with Section 100 of the Companies Act, 1956. COMPANY JUDGE 3