1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO 812 OF 2010 In the matter of Sections 78,100, 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Tecnovate eSolutions Private Limited and Intelenet Global Services Private Limited and their Respective Shareholders Intelenet Global Services Private Limited, a } Company incorporated under the provisions of the } Companies Act, 1956 having its registered } office at Intelenet Towers, Plot CST No. 1406-A/28 } Mindspace, Malad (West), Mumbai –400 064, India }…..Applicant Company Called for Summons for Direction: CORAM: S.J.VAZIFDAR, J DATE: 10th December 2010 Mr.Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr.Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6th December 2010 of Mr. Abhay Telang, Vice President Finance & Company Secretary of the Applicant Company, in support of Company Summons for Direction, IT IS ORDERED: (a) that convening and holding of meeting of Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Scheme of Arrangement between Tecnovate eSolutions 2 Private Limited, the Transferor Company and Intelenet Global Services Private Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of consents given by all the Equity Shareholders as per their Original letters of consent annexed and marked as EXHIBITS “J-1” to “J- 2” to the Affidavit in support of Company Summons for Direction; (b) that convening and holding of meeting of Secured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Scheme of Arrangement between Tecnovate eSolutions Private Limited, Transferor Company and Intelenet Global Services Private Limited, the Applicant/“Transferee Company and their Respective Shareholders is dispensed with in view of consent given by the Secured Creditors as per the letter of consent annexed and marked as EXHIBIT “K-1” to K-6” to the Affidavit in support of Company Summons for Direction; (c) that convening and holding of meeting of Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification the Scheme of Arrangement between Tecnovate eSolutions Private Limited, the Transferor Company and Intelenet Global Services Private Limited, the Applicant/Transferee Company and their Respective Shareholders is dispensed with in view of the averments made in paragraph 19 of the Affidavit in support of Company Summons for Direction. Applicant Company undertakes to issue individual notices to all its Creditors of the date of hearing of petition and also undertakes to publish notices in Free Press Journal and Maharashtra Times both circulated in Mumbai. The said undertaking is accepted. 3 (d) that the procedure prescribed under Section 101 (2) of the Companies Act, 1956 for confirming the reduction and utilisation of the Share Premium Account is dispensed with in view of averments made in paragraph 20 & 21 of the Affidavit in support of Company Summons for Direction. (S.J. VAZIFDAR, J)