IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.632 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 GLOBAL BUSINESS SOLUTIONS 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, Authorised Signatory 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 o.o, the First Transferor Company and KPIT Cummins Global Business Solutions 2 Limited, the Applicant /Second Transferor Company with KPIT Cummins Infosystems 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 “C-1 to C-7” to the Affidavit in Support of Company Summons for Direction. 2. That the convening and holding of the meeting of Secured 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 Applicant /Second Transferor Company with KPIT Cummins Infosystems Limited, the Transferee Company is dispensed with in view of averments made in paragraphs 24 and 30 of the Affidavit in Support of Company Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D to all its Secured Creditors. The said undertaking is accepted. 3. That 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 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 Applicant/Second Transferor Company with KPIT Cummins Infosystems Limited, the Transferee Company is dispensed with in view of averments made in paragraphs 24 and 31 of the Affidavit in Support of Company Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D to all its Unsecured Creditors. The said undertaking is accepted. (S. J. KATHAWALLA, J)