IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 124 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 In the matter of Scheme of Amalgamation of Ascential Software (India) Private Limited (“Transferor Company 1”) and Cognos Software Private Limited (“Transferor Company 2”) and Corio India Infotech Services Private Limited (“Transferor Company 3”) and Micromuse India Private Limited (“Transferor Company 4”) and PSDI India Private Limited (“Transferor Company 5”) with Telelogic India Private Limited (“the Transferee Company”) and their respective Shareholders. 1 PSDI INDIA PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its registered office at BKC, 4th Floor, Plot – C, Bandra Kurla Complex, Mumbai 400 051. ) ) ) ) ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S.J. Kathawalla, J Date: 5th Februuary, 2010 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named 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 January, 2010 of Mr. Jitendra R Gandhi, Authorised 2 Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding of the meeting of the Equity Shareholders of PSDI India Private Limited, the Applicant Company / Transferor Company 5, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Ascential Software (India) Private Limited, Cognos Software Private Limited, Corio India Infotech Services Private Limited, Micromuse India Private Limited and PSDI India Private Limited with Telelogic India Private Limited and their respective shareholders is dispensed with in view of the consent given by all the equity shareholders of the Applicant Company, which are annexed as Exhibit ‘D1’ and ‘D2’ to the affidavit in support of the Summons for Directions. 2) That there are no Secured and Unsecured Creditors of PSDI India Private Limited, the Applicant Company / Transferor 3 Company 5, as mentioned in paragraphs 36 and 37 of the affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. (S.J. Kathawalla, J) 4