1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 322 OF 2010 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between CMS Securitas Limited and CMS Info Systems Private Limited and their respective shareholders CMS Info Systems Private Limited } a Company incorporated under the provisions of the } Companies Act, 1956 having its registered office at } CMS House, Plot No. 91, Street No.7, } MIDC, Marol, Andheri (East), } Mumbai- 400 093220 }…Applicant Called for Summons for Direction Coram: S. J. Kathawalla J. Date: 30th April, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of April, 2010 of Mr. Praveen Soni, Company Secretary of the Applicant Company, in support 2 of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: (a) That convening and holding of the meeting of the Equity Shareholders of CMS Info Systems Private Limited, the Applicant Company / the Transferee Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between CMS Info Systems Private Limited, the Applicant /Transferee Company and CMS Securitas Limited, the Transferor Company and their respective shareholders is dispensed with in view of consents given by 7 out of 8 Equity Shareholders of the Applicant Company representing 98.68 % of the total issued, subscribed and paid up Share Capital as per consent letters which are annexed as Exhibit H1 to H7 to the affidavit in support of the Company Summons for Directions. Applicant undertakes to obtain consent letter from remaining one equity shareholders holding 1.32% of the total issued, subscribed and paid share capital before the date of hearing of petition. The said undertaking is accepted. (b) That convening and holding of the meeting of the 0.01% Optionally Convertible Cumulative Redeemable Preference Shareholder of CMS Info Systems Private Limited, the Applicant Company / the Transferee Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between CMS Info Systems Private Limited, the Applicant/Transferee Company and CMS Securitas Limited, the Transferor Company and their respective shareholders is dispensed 3 with in view of consent given by all the 0.01% Optionally Convertible Cumulative Redeemable Preference Shareholder of the Applicant Company as per letter annexed as Exhibit-I to the affidavit in support of Company summons for Direction. (c) That the convening and holding of meetings of the Secured & Unsecured Creditors of CMS Info Systems Private Limited, the Applicant/Transferee Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between CMS Info Systems Private Limited, the Applicant/Transferee Company and CMS Securitas Limited, the Transferor Company and their respective Shareholders is dispensed with in view of averments made in paragraph twenty two of the affidavit in support of Company Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all Creditors of the value of Rs. 1,00,000/-and above and also undertakes to publish notice of hearing of the Petition in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated in Mumbai. The said undertaking is accepted. (d) Publication of notice in Maharashtra Government Gazette is dispensed with. ( S. J. Kathawalla J. )