IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.826 OF 2009 In the matter of Section 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Systime Computer Systems Limited and Chaitime.com India Private Limited and their respective shareholders Systime Computer Systems Limited, } A Company incorporated under the provisions of } Companies Act, 1956 having its registered Office at } Customs Wings, SEEPZ, Andheri (East), } Mumbai – 400 093 }….Applicant Company Called for Summons for Direction CORAM: S. J. KATHAWALLA J DATE: 14th AUGUST 2009 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 Directions AND UPON HEARING Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 1st 1 August 2009 of Mr. Santosh Sawant, Authorised Signatory of the Applicant Company in support of Summons for Directions : IT IS ORDERED: a. 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 modification, the proposed Scheme of Arrangement between Systime Computer Systems Limited, the Applicant/Transferor Company and Chaitime.com India Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘C1’ to ‘C7’ to the affidavit in support of the Summons for Directions. b. That convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company, for the purpose of considering, and if, thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Systime Computer Systems Limited, the Applicant/Transferor Company and Chaitime.com India Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph twenty one of the affidavit in support of the Summons for Directions. Applicant Company undertakes to give individual notices to all its Secured and Unsecured Creditors of the date of hearing of petition. The said undertaking is accepted. (Company Judge) 2