IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1396 OF 2008 IN THE MATTER OF COMPANIES ACT, 1956 (1 OF 1956) AND IN THE MATTER OF: SECTION 391 TO 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SYBASE SOFTWARE (INDIA) PRIVATE LIMITED AND IN THE MATTER OF SCHEME OF AMALGAMATION OF SYBASE 365 (INDIA) PRIVATE LIMITED WITH SYBASE SOFTWARE (INDIA) PRIVATE LIMITED SYBASE SOFTWARE (INDIA) PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at 603-606, Level - 6, Vaibhav Chambers, Opp. Income Tax Office, Bandra Kurla Complex, Bandra (E), Mumbai- 400 051. ) ) ) ) ) ) ) ) ) ) .. Applicant Company / Transferee Company Called for Summons for Direction Mr. H.N. Thakore i/b M/s. Thakore Jariwala & Associates, Advocates for the Applicant Coram :- S. A. Bobde J. Date:- 26 th September 2008 MINUTES OF THE ORDER Upon the application of the abovenamed Applicant Company by Summons for Direction and upon hearing Shri H.N. Thakore i/b M/s. Thakore Jariwala & Associates, Advocates for the Applicant Company, and upon reading the Affidavit dated 12th September 2008 and Supplementary Affidavit dated 24th September 2008 of Ms. Anuradha Shroff, the Authorised Signatory of the Applicant Company and the exhibits therein referred to, IT IS ORDERED THAT: 1) The convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme of Amalgamation of SYBASE 365 (INDIA) PRIVATE LIMITED, the Transferor Company with SYBASE SOFTWARE (INDIA) PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “ G1” & ”G2” to the Affidavit dated 12th September 2008 of Mrs. Anuradha Shroff, the 2 Authorised Signatory of the Applicant Company, filed in support of Summons for Direction. 2) There are no Secured Creditor of the Applicant Company as mentioned in paragraph No.23(c) of the Affidavit dated 12th September 2008 of Mrs. Anuradha Shroff, the Authorised Signatory of the Applicant Company in support of Summons for Direction, hence the question of convening and holding the meeting of secured creditors does not arise. 3) The convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of SYBASE 365 (INDIA) PRIVATE LIMITED, the Transferor Company with SYBASE SOFTWARE (INDIA) PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by the Unsecured Creditors representing Rs.71,171,576.80 which is 51.42% in number and 75.69% in value which are annexed as Exhibits “H- 1” to “H- 163” to the Affidavit dated 12th September 2008 of Mrs. Anuradha Shroff, the Authorised Signatory of the Applicant Company in support of Summons for Direction. The Applicant Company undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to its remaining Unsecured Creditors whose consents have not been received 3 and also to publish the notice of hearing of Petition in one issue each of “Free Press Journal” in the English language and “Maharashtra Times” in Marathi language both circulating in Mumbai. The said Undertaking is accepted. COMPANY JUDGE 4