1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMP ANY SUMMONS FOR DIRECTION NO. 247 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 and 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Mvalent Technologies Private Limited (1st Transferor Company), Hyperion Solutions India Private Limited (2ndTransferor Company), and BEA Systems India Private Limited (3rd Transferor Company) with Sunday Bazar Internet Sales Private Limited (Transferee Company) and all of their respective shareholders. BEA Systems India Private Limited ) a Company incorporated under the Companies) Act,1956 and having its Registered Office at ) I L & F S Financial Centre, 2nd Floor South) Quadrant, Plot no. C-22/G Block, ) Bandra Kurla Complex, Bandra East, ) Mumbai-400051 ) Applicant / Transferor Company Called Summons for Direction Coram: S. J. KATHAWALLA 1. Dated: 9th APRIL, 2010. Mr. Ajit Anekar, Advocate for the Applicant MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr. Ajit Anekar, Advocate for the Applicant AND UPON regarding the Affidavit dated 27thof January, 2010of AnkurJolly,Directorof the Applicant / Transferor Company, in Support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT: 2 1) The convening and holding 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 Arrangement/ Amalgamation between Mvalent Technologies Private Limited ( 1st Transferor Company), Hyperion Solutions India Private Limited (2nd Transferor Company), and BEA Systems India Private Limited (3rd Transferor Company) with Sunday Bazar Internet Sales Private Limited (Transferee Company) and all of their respective shareholders is dispensed in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits G and G -1 to the Affidavit in Support of Summons for Direction. 2) There are no Secured and lor unsecured Creditors of the Applicant Company as mentioned in paragraph No. 12 of the Affidavit in support of Summons for Direction, hence the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. ( S. J. Kathawalla, J.)