1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 460 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 Persistent Systems and Solutions Limited AND Persistent eBusiness Solutions Limited (Transferor Companies) WITH Persistent Systems Limited (Transferee Company) and their Respective Shareholders Persistent Systems and Solutions Limited, } a Company incorporated under the provisions } of the Companies Act, 1956 having its registered office } at Bhageerath, 402 Senapati Bapat Road, Pune } 411 016 }…Applicant Called Summons for Direction Coram: S. J. KATHAWALLA, J DATE: 29th JULY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER 2 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 29th June 2011 of Mr. Vivek Sadhale, Authorised Representative of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the 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 Amalgamation of Persistent Systems and Solutions Limited and Persistent eBusiness Solutions Limited, Transferor Companies with Persistent Systems Limited, the Transferee Company is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “G1” to “G7” to the Affidavit in support of Company Summons for Direction. 2. That there are no Secured in the Applicant Company as stated in paragraph twenty three of the Affidavit in support of Company Summons for Direction, and hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the 3 proposed Scheme of Amalgamation of Persistent Systems and Solutions Limited and Persistent eBusiness Solutions Limited, Transferor Companies with Persistent Systems Limited, the Transferee Company is dispensed with in view of averments made in paragraph twenty four of the Affidavit in support of Company Summons for Direction. The Applicant Company has also given an undertaking to serve an individual notice of the hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of the Petition in local newspapers, viz., „Business Standard‟ in English language and „Pudhari‟ in Marathi language, both circulated in Pune. The Undertaking is accepted. 3. That the filing of separate Company Summons for Direction and Company Scheme Petition in relation to the proposed scheme by Persistent Systems Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 18 to 21 of the Affidavit in support of the Company Summons for Direction. (S.J. KATHAWALLA, J)