IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 719 OF 2010 Called Summons for Direction Coram: S. J. Kathawalla J. Date: 29th October, 2010 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocate for Applicant 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 of Spheris India Private Limited (“the First Transferor Company” or “Spheris India”) and CBay Transcription Services Private Limited (“the Second Transferor Company” or “CBay Transcription”) with CBay Systems (India) Private Limited (“the Transferee Company” or “CBay India”) and Their Respective Shareholders CBay Systems (India) Private Limited , a company incorporated under the Companies Act, 1956 having its registered office at Godrej Industries Complex, Gate No. 2, Ground Floor, Pirojshanagar, Eastern Express Highway, Vikhroli (East) Mumbai - 400 079. ) ) ) ) ) ) ) ) …… Applicant Company MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 22nd day of October, 2010 of Mr. Agnelo Rodrigues, Company Secretary 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 CBay Systems (India) Private Limited, the Applicant/ Transferee Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in the Scheme of Amalgamation of Spheris India Private Limited, “the First Transferor Company” and CBay Transcription Services Private Limited, “the Second Transferor Company” with CBay Systems (India) Private Limited, “the Transferee Company” and their respective shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ and ‘J2’ to the Affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of CBay Systems (India) Private Limited, the Applicant/ Transferee Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Spheris India Private Limited, “the First Transferor Company” and CBay Transcription 2 Services Private Limited, “the Second Transferor Company” with CBay Systems (India) Private Limited, “the Transferee Company” and their respective shareholders is dispensed with in view of the averments made in paragraph 21 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of CBay Systems (India) Private Limited, the Applicant/ Transferee Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Spheris India Private Limited, “the First Transferor Company” and CBay Transcription Services Private Limited, “the Second Transferor Company” with CBay Systems (India) Private Limited, “the Transferee Company” and their respective shareholders is dispensed with in view of the averments made in paragraph 22 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The undertaking is accepted. (S.J.Kathawalla.J) 3