1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 457 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Keystone Solutions Private Limited (“Transferor Company”) WITH Mastek Limited (“Transferee Company”). AND their respective Shareholders and Creditors KEYSTONE SOLUTIONS PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its registered office at Mastek New Development Centre, 6th Floor, MBP-P-136, 136A, Mahape, Navi Mumbai 400 710. ) ) ) ) ) ) )Applicant Company Called for Summons for Direction Coram: S. J. KATHAWALLA, J Date: 29TH JULY 2011 Mr. Hemant Sethi i/b M/s Hemant Sethi & Co., Advocates for the Applicant MINUTES OF THE ORDER 2 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 29th June, 2011 of Mr. Nitin Vanjara, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Keystone Solutions Private Limited, the Applicant Company/ Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Keystone Solutions Private Limited with Mastek Limited and their respective Shareholders and Creditors is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibit ‘I1’ and ‘I2’ to the Affidavit in support of Company Summons for Direction. 2) That there are no Secured and Unsecured Creditors in the Applicant Company as stated in paragraph 16 of the Affidavit in support of Company Summons for Direction, hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. (S.J. KATHAWALLA, J)