IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 670 OF 2010 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter Manipal Informatics Private Limited, a company incorporated under the Companies Act, 1956 having its Registered Office at Tower #5, 3rd to 6th Floors, International Infotech Park, Vashi, Navi Mumbai- 400703 And In the matter of Scheme of Amalgamation of 1. Manipal Informatics Private Limited And 2. Delta Services (India) Private Limited With 3. 3i Infotech Consultancy Services Limited Manipal Informatics Private Limited ) Limited a company incorporated ) Under the Companies Act, ) 1956 having its registered ) Office at tower #5, 3rd to 6th Floors, ) International Infotech Park, Vashi, ) Navi Mumbai – 400 0703 )… Applicant Company 1 Called Summons for Direction CORAM: S. J. Kathawalla J. DATE: 15th October, 2010 Mr. Vikram B. Trivedi, Mr. Sunil R. Tilokchandani, Mr. Rashid Boatwalla i/b M/s Manilal Kher Ambalal & Co. Advocates for the Applicant Company. MINUTES OF ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON hearing Mr. Vikram Trivedi i/b M/s Manilal Kher Ambalal & Co., Advocate for the Applicant Company AND UPON reading the affidavit dated 9th September, 2010 of Ms. Asmita Dhore, Director of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of Applicant Company, for the purpose of considering, and if thought fit, for approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Manipal Informatics Private Limited and Delta Services (India) Private limited with 3i Infotech Consultancy Services Limited, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘H-1’ to ‘H-7’ to the Affidavit in support of the Summons for Direction. 2 2. That there are no creditors either secured or unsecured of the Applicant Company, as stated in paragraph 25 of the Affidavit- in-support of Summons for Direction. Hence, the question of convening and holding the meetings of creditors does not arise. 3. That in view of the averments made in paragraph 25 of the Affidavit-in-Support of Summons for Direction, the filing of separate Application and Petition u/s 391 to 394 of the Companies Act, by 3i Infotech Ltd. the Transferee Company is dispensed with. (S. J. Kathawalla, J) 3