IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.677 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of BA Continuum India Private Limited with BA Continuum Solutions Private Limited. BA Continuum India Pvt. Ltd., ) a Company incorporated under the) Companies Act, 1956, having its ) Registered office at 9th Floor, ) A Wing, Paradigm, Mindspace, ) Malad (West), Mumbai-400 064. )……Applicant/ Transferor Company Called Summons for Direction Coram : A.M.Khanwilkar,J Date : 19th June,2009. Mr. Amit Jamsandekar i/b D. H. Law Associates for the Applicant. 1 MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Direction AND UPON hearing Shri Amit Jamsandekar instructed by D.H. Law Associates, Advocates for the Applicant Company and upon reading the Affidavit dated 2nd June 2009 of Shri Gajanand Sahu, Assistant Vice President Finance of the Applicant Company in support of summons for Direction the Exhibits referred therein, IT IS ORDERED: 1. That convening and holding 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 Scheme of amalgamation between BA Continuum India Private Limited, the Applicant/Transferor Company, with BA Continuum Solutions Private Limited., Transferee Company is dispensed with in view of consents given by both 2 the Equity Shareholders of the Applicant Company as per their Original letters of consents annexed as EXHIBITS “L” & “M” to the affidavit in support of the Summons for Directions; 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 15 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of secured creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation between BA Continuum India Private Limited, the Applicant / Transferor Company and BA Continuum Solutions Private Limited, the Transferee Company is dispensed with in view of the averments made in 3 paragraph 16 of the affidavit in support of these Summons for Directions. The Applicant undertaken to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The undertaking is accepted. COMPANY JUDGE 4