IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.709 OF 2009 In the matter of Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 to 394 of the Companies Act, 1956 (1 of 1956); And In the matter of Scheme of Amalgamation of Advance Automation And Process Controls Private Limited, the Transferor Company and Rolta Limited, the Transferee Company and their respective Shareholders. Rolta Limited ) an existing company under the provisions of ) the Companies Act, 1956 and having its ) 1 Registered Office at 21st Floor, Maker Tower – F, ) Cuffe Parade , Colaba, Mumbai – 400005. ) …Applicant Company Coram: A. M. Khanwilkar J. Date: 3rd July 2009 MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON hearing Mr.Sanjay Jain instructed by Messrs Kanga & Company for the Applicant, AND UPON reading the Affidavit dated 22nd June, 2009 of K.S. Rao, the Executive Director of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to and further Affidavit of Mr.K.S. Rao dated 30th June 2009 in support of the Summons for Directions, IT IS ORDERED:- 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation proposed to be made between the Advance Automation And Process Controls Private Limited, the Transferor Company and Rolta Limited, the Applicant/Transferee Company, is dispensed with in view of the Letters of Consent in writing given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits J1 to J8 to the affidavit dated 22nd June 2009 in support of the Summons for Directions; 2 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 18 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise; 3. That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve with or without modification, the proposed Scheme of Amalgamation of Advance Automation And Process Controls Pvt. Ltd., the Transferor Company with Rolta Limited, the Applicant/Transferee Company, is dispensed with in view of the averments made in paragraph 18 of the Affidavit in Support of the Summons for Directions. The Applicant undertakes to give individual notices of hearing of Petition by Registered Post Acknowledgment Due to all its Unsecured Creditors at the time of hearing of the petition to be filed for the Sanction of the Court to the Scheme of Amalgamation. The Undertaking is accepted. COMPANY JUDGE 3