IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORIDINARY ORIGINAL CIVIL JURISDICTIONCOMPANY COMPANY SUMMONS FOR DIRECTION NO.331 OF 2011 In the matter of Sections 391 to 394 of Companies Act, 1956 AND In the matter of Scheme of Merger of – Micro Associates Consultancy (India) Private Limited And Addon Automation Private Limited With Micro Cloud Computing Private Limited. M/s ADDON AUTOMATION PRIVATE LIMITED, ) A company incorporated under ) provisions of Companies Act, 1956, ) having registered office at, ) GAJANAN PRASAD, PLOT NO B55, ) GROUND FLOOR ) SECTOR 23, NERUL (E), ) NAVI MUMBAI -400706. ) .......Applicant (Transferor Company) Called for Summons for Direction Coram: S. J. Vazifdar J Date: 6th May, 2011 Mr. Rahul D. Oak, Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rahul D. Oak for the Applicant Company, AND UPON READING the 1 Affidavit dated 6th day of April, 2011 of Mr. Mahendra Rokade, the Authorised Signatory of the Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Share Holders of ADDON AUTOMATION PRIVATE LIMITED, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of amalgamation between Micro Associates Consultancy (India) Private Limited (Transferor Company 1) and Addon Automation Private Limited (Transferor Company 2 with Micro Cloud Computing Private Limited (Transferee Company) and their respective Shareholders and Creditors (‘the Scheme’ or ‘this Scheme’) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘J-1‘ to ‘J-3‘ to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditor of the Applicant Company as stated in paragraph 30 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of ADDON AUTOMATION PRIVATE LIMITED, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of amalgamation between Micro Associates 2 Consultancy (India) Private Limited (Transferor Company 1) and Addon Automation Private Limited (Transferor Company 2 with Micro Cloud Computing Private Limited (Transferee Company) and their respective Shareholders and Creditors (‘the Scheme’ or ‘this Scheme’) is dispensed with in view of the averments made in paragraph 30 of the Affidavit in support of Summons of Directions. The Applicant Company undertakes to serve individual notices of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the same in one issue each of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. J. Vazifdar, J.) 3