IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 462 OF 2010 In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 and Sections 78, 100 to 105 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Adventity Global Services Private Limited (the Demerged Company) and Sutherland Global Services Private Limited (the Resulting Company) and their respective shareholders and Creditors ADVENTITY GLOBAL SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at “Adventity House” C-2, Wagle Industrial Area, Thane (West) , Mumbai – 400 604. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J. Date: 2nd July, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 29th March, 2010 of Mr. Kumar Subramanian, Director of the Applicant Company and further affidavit dated 15th June, 2010 of Mr. Rajesh Mundra, CFO and Company Secretary of the Applicant Company, in support of the Summon for Direction and the exhibit therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between ADVENTITY GLOBAL SERVICES PRIVATE LIMITED, the Applicant / Demerged Company and SUTHERLAND GLOBAL SERVICES PRIVATE LIMITED, the Resulting Company, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “9-A” to “9-C” to the further affidavit in support of the Summon for Direction. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between ADVENTITY GLOBAL SERVICES PRIVATE LIMITED, the Applicant / Demerged Company and SUTHERLAND GLOBAL SERVICES PRIVATE LIMITED, the Resulting Company, is dispensed with in view of the consent given by its sole Secured Creditor of the Applicant Company, which is annexed as Exhibit “10-A” to the further affidavit in support of the Summon for Direction. 3. That the convening and holding the meeting of the Unsecured Loan Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between ADVENTITY GLOBAL SERVICES PRIVATE LIMITED, the Applicant / Demerged Company and SUTHERLAND GLOBAL SERVICES PRIVATE LIMITED, the Resulting 2 Company, is dispensed with in view of the consent given by its sole Unsecured Loan Creditor of the Applicant Company, which is annexed as Exhibit “11-A” to the further affidavit in support of the Summon for Direction. 4. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between ADVENTITY GLOBAL SERVICES PRIVATE LIMITED, the Applicant / Demerged Company and SUTHERLAND GLOBAL SERVICES PRIVATE LIMITED, the Resulting Company is dispensed with in view of the averments made in paragraph 9 of the further Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. 5. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on 3rd June, 2010 and in view of the averment made in paragraph 11 of the further Affidavit dated the 15th June, 2010 of Mr. Rajesh Mundra, CFO and Company Secretary that the reduction of the share capital and utilization of the Securities Premium Account of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the 3 interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is not required and is dispensed with (S. J. Vazifdar, J) 4