IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.414 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); And In the matter of Sections 391 & 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Automated Securities Clearance LLC and SunGard Solutions (India) Private Limited and Their Respective Shareholders. Automated Securities Clearance LLC, ) a Company formed under the laws of ) United States of America having its ) registered office at 545 Washington ) Boulevard, 7th Floor, Jersy City, ) NJ 07310, UNITED STATES, Hudson County ) Through its Branch Office Sr. No. ) 108/8/1+2/1, Meridian Plaza, 1 ) Senapati Bapat Road, Pune 411 053 )…Applicant Company 1 Called Summons for direction Coram : S.J.Vazifdar J, Dated : 4th April 2009 Mr. Amit Jamsandekar i/b D. H. Law Associates for Applicant Minutes of the Order Upon the Application of the Applicant abovenamed company, by Summons for direction and upon hearing Mr. Amit Jamsandekar, Advocate for the Applicant and upon reading the affidavit of Mr.Vinit Teredesai Chief Financial Officer (India Operation) in support of the Summons for Directions and the Exhibits therein referred. 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 modification, the proposed arrangement embodied in the Scheme of Arrangement between Automated Securities Clearance 2 LLC, the Applicant/Demerged Company, and Sungard Solutions (India) Private Limited, the Resulting Company be dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which is annexed as Exhibit “K ” to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 20 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 the convening and holding the meeting of the Unsecured Creditors pertaining to the Pune Branch of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed arrangement embodied in the Scheme of Arrangement between Automated Securities Clearance LLC, the Applicant/ Demerged Company and SunGard Solutions (India) Private Limited, the Resulting Company is dispensed 3 with in view of the Consents given by all the Unsecured Creditors of the Applicant Company which are annexed as EXHIBITS “M” to “M-3” to the Affidavit in support of the Summons for Directions. Company Judge 4