1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.514 OF 2009 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of NTrance Customer Services Private Limited; AND IN THE MATTER of Scheme of Amalgamation and Arrangement between Customer Operational Services (Chennai) Private Limited, Marketics Technologies (India) Private Limited, Noida Customer Operations Private Limited, NTrance Customer Services Private Limited, WNS Customer Solutions Shared Services Private Limited, WNS Customer Solutions Private Limited and WNS Workflow Technologies (India) Private Limited and their respective Shareholders and Creditors for the amalgamation and transfer of business to WNS Global Services Private Limited. NTrance Customer Services Private Limited, ) a Company incorporated under the Indian Companies ) Act, 1956 having its Registered Office at PL-10, Gate No 4,) Godrej & Boyce Complex, Pirojshanagar, L.B.S. Marg, ) Vikhroli (West), Mumbai – 400079 ) ….Applicant/Transferor Company Called Summons for Direction Coram: S.C. Dharmadhikari, J. Dated: 23rd April, 2009 2 Ms. Renuka Shetty i/b M/s. Crawford Bayley Co., for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley Co., Advocates for Applicant AND UPON reading the Affidavit dated 16th April, 2009 of Mr. Deepak Nigam, Authorised Signatory of the Applicant in support of Summons for Directions,IT IS ORDERED :- 1. That convening and holding the meeting of the Equity shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Amalgamation and Arrangement proposed to be made between Customer Operational Services (Chennai) Private Limited, Marketics Technologies (India) Private Limited, Noida Customer Operations Private Limited, NTrance Customer Services Private Limited, WNS Customer Solutions Shared Services Private Limited, WNS Customer Solutions Private Limited and WNS Workflow Technologies (India) Private Limited and their respective Shareholders and Creditors for the amalgamation and transfer of business to WNS Global Services Private Limited is dispensed with in view of the consent letters given by all the Equity Shareholders of the Applicant company which are annexed as Exhibit “D-1" and “D-2” of the Affidavit in support of Summons for directions. 2. There are no Secured Creditors of the Applicant Company, as 3 mentioned in paragraph 42 of the Affidavit in support of Summons for directions. Hence the question of convening and holding of the meeting of the Secured Creditors of the Applicant Company does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Arrangement proposed to be made between Customer Operational Services (Chennai) Private Limited, Marketics Technologies (India) Private Limited, Noida Customer Operations Private Limited, NTrance Customer Services Private Limited, WNS Customer Solutions Shared Services Private Limited, WNS Customer Solutions Private Limited and WNS Workflow Technologies (India) Private Limited and their respective Shareholders and Creditors for the amalgamation and transfer of business to WNS Global Services Private Limited is dispensed with in view of averments made in paragraphs 43 of the affidavit in support of Summons for Direction. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The Undertaking is accepted. 4. Certified copy of this Order is expedited. COMPANY JUDGE