IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.230 OF 2009 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 CBay Remote Services Private Limited and CKar Systems Private Limited and Infokey Solutions Private Limited with CBay Systems (India) Private Limited and Their Respective Shareholders CBay Remote Services Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at Godrej Industries Complex, Gate No. 2, Pirojshanagar, Eastern Express Highway, Vikhroli (East) Mumbai , 400 079 ) ) ) ) ) ) ) ) ……. Applicant Company Called Summons for Direction Coram: S. J. Vazifdar J. Date: 27th February, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 20th day of February, 2009 of Mr. Amit Kumar Sohni, the Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of CBay Remote Services Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in the Scheme of Amalgamation of CBay Remote Services Private Limited and CKar Systems Private Limited and Infokey Solutions Private Limited with CBay Systems (India) Private Limited and Their Respective Shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘ C1’ to ‘ C7’ to the affidavit in support of the Summons for Directions. 2. That convening and holding the meeting of the Secured Creditors of CBay Remote Services Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of CBay Remote Services Private Limited and CKar Systems Private Limited and Infokey Solutions Private Limited with CBay Systems (India) Private Limited and Their Respective Shareholders is dispensed with in view of the averments made in paragraph 26 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. Publication in Maharashtra Government Gazette is dispensed with. The undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of CBay Remote Services Private Limited, the Applicant Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of CBay Remote Services Private Limited and CKar Systems Private Limited and Infokey Solutions Private Limited with CBay Systems (India) Private Limited and Their Respective Shareholders is dispensed with in view of the averments made in paragraph 27 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. Publication in Maharashtra Government Gazette is dispensed with. The undertaking is accepted. Sd/- Company Judge