1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.286 OF 2009 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the said Act And In the matter of Scheme of Arrangement between CMS Computers Limited and CMS Info Systems Private Limited and their respective shareholders CMS Computers Limited a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at 201, Arcadia, Nariman Point, Mumbai – 400 021 Maharashtra, India ….. APPLICANT Called Summons for Directions CORAM: S. J. Vazifdar, J. DATE: 6th MARCH 2009 2 Mr Devesh Juvekar i/b M/s Khaitan & Co. for the Applicant MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr Devesh Juvekar instructed by M/s. Khaitan & Co., Advocates for the Applicant Company AND UPON READING the Affidavit dated 25 February 2009 of Mr Praveen Soni, Company Secretary 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 the Applicant company abovenamed, for the purpose of considering and, if thought fit, approving, the proposed Scheme of Arrangement between CMS Computers Limited, the Applicant Company/ Transferor Company, with CMS Info Systems Private Limited , the Transferee Company is dispensed in view of 9 out of 10 Equity Shareholders constituting 90% in number and 99.22 % in value of the Equity share capital of the Applicant company having given their consents in writing to the proposed Scheme of Arrangement which are annexed as Exhibits “C1” to “C 9” to the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue and serve individual notice of hearing of the Petition by R.P.AD to its remaining one Equity shareholder holding 0.78% of the Equity share capital whose consent is not obtained. The undertaking is accepted. 2. That convening and holding the meeting of Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s) the 3 arrangement embodied in the Scheme of Arrangement between CMS Computers Limited, the Applicant / Transferor Company and CMS Info Systems Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consent given by the sole Preference Shareholder as per the original letter of consent annexed as EXHIBIT “D” to the Affidavit in support of Summons for Directions. 3. And it is further ordered that convening and holding meeting of the Secured and Unsecured Creditors of the Applicant Company abovenamed, for the purpose of considering, and if thought fit, approving, the proposed Scheme of Arrangement of the Applicant Company with CMS Info Systems Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraph 21 of the Affidavit-in-Support of Summons for Direction. The Applicant undertakes to issue and serve an individual notice of hearing of the Petition by R.P.AD. to all its Secured and Unsecured Creditors and also to publish the same in the two local newspapers. The undertaking is accepted. COMPANY JUDGE