IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1223 OF 2009 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Servicesource Offshore Technologies Private Limited; AND IN THE MATTER of Scheme of Amalgamation and Arrangement between First Offshoring Technologies Private Limited, Servicesource Offshore Technologies Private Limited and Hi Tech Offshoring Services Private Limited and their respective Shareholders and Creditors for the amalgamation and transfer of business to WNS Global Services Private Limited. Servicesource Offshore Technologies Private Limited, ) a Company incorporated under the Companies ) Act, 1956 having its Registered Office at PL-10, ) Gate No 4, Godrej & Boyce Complex, ) L.B.S. Marg,Vikhroli (West), Mumbai – 400079 )...Applicant/ Transferor Company Called Summons for Direction Coram: Dr. D. Y. Chandrachud, J. Dated: 27th November, 2009 Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., Advocates for the Applicant MINUTES OF THE ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 21st November, 2009 of Mr. Deepak Nigam, Authorised Signatory of the Applicant in support of the Summons for Directions, IT IS ORDERED :- 1. That convening and holding 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 Scheme of Amalgamation and Arrangement proposed to be made between First Offshoring 2 Technologies Private Limited, Servicesource Offshore Technologies Private Limited and Hi Tech Offshoring Services Private Limited and their respective Shareholders and Creditors for the amalgamation and transfer of business to WNS Global Services Private Limited is dispensed with, in view of the consent letters given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “A1 and A2” to the Affidavit in support of the Summons for directions. 2. There are no Secured and Unsecured Creditors of the Applicant Company, as mentioned in paragraph 27 and 28 of the Affidavit in support of the Summons for directions. Hence, the question of convening and holding of the meetings of the Secured and Unsecured Creditors does not arise. 3. Certified copy of this Order is expedited. (Dr. D. Y. Chandrachud, J) 3