1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION 636 OF 2011 In the matter of the Companies Act, 1956; AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement BETWEEN Boston Analytics Private Limited AND Pythhos Technology Private Limited AND their respective Shareholders and Creditors Boston Analytics Private Limited, ) a Company incorporated under the Companies Act, ) 1956 and having its Registered office at ) 3rd Floor, ION House, Dr. E. Moses road, ) Mahalakshmi, ) Mumbai - 400 079 ) ............ Applicant Company Called Summons for Direction Coram: S. C. DHARMADHIKARI, J DATE: 21st OCTOBER, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. 2 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 7th October 2011 of Mr. Rashid Bilimoria, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of meeting of Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving with or without modification(s) the proposed Scheme of Arrangement between Boston Analytics Private Limited and Pythhos Technology Private Limited and their respective shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “G1” to “G3” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Boston Analytics Private Limited and Pythhos Technology Private Limited and their respective shareholders is dispensed with in view of consent given by the Sole Preference Shareholder of the 3 Applicant Company which is annexed as Exhibit “H1” to the Affidavit in support of Company Summons for Direction. 3. That the convening and holding of the meeting of the Secured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Boston Analytics Private Limited and Pythhos Technology Private Limited and their respective shareholders is dispensed with in view of averments made in paragraph twenty one of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to issue individual notices of hearing of the Petition by R.P.A.D to its Sole Secured Creditor. The Applicant Company also undertakes to publish the notice in one issue each of a daily newspaper viz, the „Free Press Journal‟ in English and the „Maharashtra Times‟ in Marathi, both of which are circulated in Mumbai. The said Undertaking is accepted. 4. 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 proposed Scheme of Arrangement between Boston Analytics Private Limited and Pythhos Technology Private Limited 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 Direction. The Applicant Company 4 undertakes to issue individual notices of hearing of the Petition by R.P.A.D to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice in one issue each of a daily newspaper viz, the „Free Press Journal‟ in English and the „Maharashtra Times‟ in Marathi, both of which are circulated in Mumbai. The said Undertaking is accepted. 5. That in view of the averments made in paragraph twenty four of the Affidavit in support of Company Summons for Direction, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is not applicable and the same is dispensed with as the same does not involve either a diminution of liability in respect of unpaid share capital or payment to Preference Shareholders of paid-up share capital. (S.C. DHARMADHIKARI, J)