IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.640 OF 2010 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Amalgamation of KPIT Infosystems Central Europe Sp. z o.o. and KPIT Cummins Global Business Solutions Limited with KPIT Cummins Infosystems Limited. KPIT CUMMINS INFOSYSTEMS LIMITED a ) Company incorporated under the Companies ) Act, 1956, having its Registered Office at ) Plot No 35 & 36, Rajiv Gandhi Infotech Park, ) MIDC Phase - I Hinjawadi, Pune – 411 057 ) ……… APPLICANT Called Summons for Direction CORAM : S. J. KATHAWALLA ,J DATE : 1st OCTOBER, 2010 Mr. Gautam Ankhad i/b Hemant Sethi & Co, Advocates for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant abovenamed by a Company Summons for Direction AND UPON hearing Mr.Gautam Ankhad i/b Hemant Sethi & Co, Advocate for the Applicant Company, AND UPON reading the Affidavit dated 21st September,2010 of Mr Anil Khatri, Company Secretary of the Applicant Company in support of Company Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:- 1. That 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 modifications, the Scheme of Amalgamation of KPIT Infosystems Central Europe Sp. z 2 o.o, the First Transferor Company and KPIT Cummins Global Business Solutions Limited, the Second Transferor Company with KPIT Cummins Infosystems Limited, the Applicant/ Transferee Company is dispensed with in view of averments made in paragraph 30 of the Affidavit in Support of Company Summons for Direction, stating therein that the KPIT Infosystems Central Europe Sp. z o.o, the First Transferor Company and KPIT Cummins Global Business Solutions Limited, the Second Transferor Company are wholly owned subsidiary of the Applicant Company and the scheme will not affect rights of the equity shareholders of the Applicant Company nor does it involve any reorganisation of the share capital of the Applicant Company. 2. That the convening and holding of the meeting of Secured Creditors and Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation of KPIT Infosystems Central Europe Sp. z o.o, the First Transferor Company and KPIT Cummins Global Business Solutions Limited, the Second Transferor Company with KPIT Cummins Infosystems Limited, the Applicant/ Transferee Company is dispensed with in view of averments made in paragraph 31 of the Affidavit in Support of Company Summons for Direction stating therein that the Applicant Company has positive net worth to the extent of Rs. 38,669 lacs and the Transferor Companies also has a positive net worth to the extent of Rs.3209 lacs. Further post amalgamation, the Applicant Company will have positive net worth to the extent of Rs. 38,854 lacs. 3. That in view of the averments made in paragraph 32 of the Affidavit in Support of Company Summons for Direction and in view of the decision of this Court in Company Application No.922 of 2009 filed by Tata Steel Limited, the filing of further proceedings and Company Scheme Petition of the Applicant/Transferee Company is dispensed with. 3 4. The issuance of necessary advertisements and notice(s) to Regional Director/Official Liquidator is also dispensed with. (S. J. KATHAWALLA, J)