1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.84 OF 2010 In the matter of Companies Act I of 1956; And In the matter of Section 391 & 394 of the Companies Act I of 1956; And In the matter of Scheme of Amalgamation of Aptech Software Limited with Aptech Limited. Aptech Limited ) An existing Company incorporated ) And registered under the Companies ) Act I of 1956 and having its ) Registered office at A-65, MIDC, Marol, ) Andheri (East), Mumbai 400093 ) Applicant CORAM : S. J. KATHAWALLA, J. DATE : 4th FEBRUARY, 2010 Mr. Naushad Engineer i/b RMG Law Associates, Advocates for the Applicant Company. 2 MINUTES OF ORDER UPON the application of the Applicant abovenamed by Summons for Direction, UPON HEARING Mr. Naushad Engineer i/b RMG Law Associates, Advocates for the Applicant Company AND UPON reading the Affidavit dated 15th September 2009 and further Affidavit dated 14th December 2009 of Mr. Ketan H. Shah, Group Company Secretary and Authorized representative of the Applicant Company and the exhibits therein referred to, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at Kamalnayan Bajaj Hall, Bajaj Bhuvan, Nariman Point, Mumbai 400021 on Saturday, 6th March 2010, at 3.30 p.m. in the afternoon, for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of Aptech Software Pvt. Ltd., the Transferor Company with Aptech Limited the Applicant/Transferee Company, 2. That at least 21 clear days before the day appointed for the meeting an advertisement convening the same and stating that copies of the said proposed 3 Scheme of Amalgamation and of the statement required to be furnished pursuant to section 393 and forms of proxy can be obtained free of charge at the registered office of the company or at the office of its Advocates. The Advertisement of notice of meeting be inserted in two local newspapers viz. Free Press Journal in English and Maharashtra Times in Marathi, both having circulation in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. 3. That in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at a place and time aforesaid, together with a copy of the said proposed Scheme of Amalgamation, a copy of the statement required to be sent under section 393, and the prescribed Form of proxy, shall be sent by prepaid letter post under Certificate of Posting addressed to each of Equity Shareholders at their respective registered or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice 4 by the Company Registrar of this Court is dispensed with. The Applicant undertakes to: (a) Issue Notice convening meeting of the shareholders as per Form No.36 (Rule 73); (b) Issue Form of Proxy as per Form No.37 (Rule 73). (c) Advertise the Notice convening meeting as per Form No.38 (Rule 74). (d) Issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; 5. That Shri M. D. Narvekar, Company Registrar, High Court, Bombay and failing him, Shri T. K. Ravishankar, Executive Vice President and CFO and failing him, Shri Ketan H. Shah, Group Company Secretary shall be the Chairman of the meeting to be held on 6th March 2010 as aforesaid. 6. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting(s) referred to above. 5 7. That the quorum for the said meeting(s) shall be 5 (five) Equity Shareholders present in person. 8. That voting by proxy/authorized representative be permitted, provided that a proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the company at its registered office at A-65, MIDC, Marol, Andheri (East), Mumbai 400093 not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of each member shall be in accordance with books of the company, and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting. 10. And it is further ordered that the Chairman do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his Affidavit. 11. That convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, to approve the proposed Scheme of Amalgamation of Aptech Software 6 Pvt. Ltd., with Aptech Limited, is dispensed with in view of the consents given by all Secured Creditors of the Applicant Company, which are annexed at Exhibits “G”, “H”, “I” and “J” to the Affidavit in Support of Summons for Directions. 12. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, to approve the proposed Scheme of Amalgamation of Aptech Software Pvt. Ltd., with Aptech Limited, is dispensed with in view of the averments made in paragraph 11 of the Affidavit in Support of Summons for Directions. The Applicant Company undertakes to issue individual notice of date of hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal in English and Maharashtra Times in Marathi. The undertaking is accepted. 13. That the Chairman’s fee is quantified at Rs.25,000/-. The same shall include the cost of any other person or persons that the Chairman may appoint/engage to assist him as well as other individual expenses, if any, incurred by him. 14. Issuance of certified copies is expedited. (S. J. Kathawalla, J.)