IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1142 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation between Atos Origin IT Services Private Limited (“the First Transferor company”) and Sema Software India Private Limited (“the Second Transferor Company”) with Atos Origin India Private Limited (“the Transferee Company”) and their respective Shareholders ATOS ORIGIN IT SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at A Wing, 6th Floor, Prism Towers, Mind Space, Goregaon (West), Mumbai – 400 096. ) ) ) ) ) ) ) ) ) ) …… Applicant Company Called Summons for Direction Coram: Dr. D.Y. Chandrachud, J Date: 13th November, 2009 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 4th day of November, 2009 of Mr. Prasad Bhide, Head Finance & Accounts of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding of the meeting of the Equity Shareholders of Atos Origin IT Services Private Limited, the Applicant / the First Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation between Atos Origin IT Services Private Limited, the First Transferor Company and Sema Software India Private Limited, the Second Transferor Company with Atos Origin India Private Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the consent given by one out of two Equity Shareholders of the Applicant Company, which is 2 annexed as Exhibit D to the affidavit in support of the Summon for Direction. The Applicant Company undertakes to obtain and submit the consent of its remaining one Equity Shareholder before the date of final hearing of petition as per averments made in paragraph 20 of the affidavit in support of the Summons for Directions. The said undertaking is accepted. 2) There are no Secured Creditors of Atos Origin IT Services Private Limited, the Applicant / the First Transferor Company, as mentioned in paragraph 21 of the affidavit in support of the Summons for Directions.Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation between Atos Origin IT Services Private Limited, the First Transferor Company and Sema Software India Private Limited, the Second Transferor Company with Atos Origin India Private Limited, the 3 Transferee Company and their respective Shareholders is dispensed with in view of the averments made in paragraph 22 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A. D. upon all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The said undertaking is accepted. (Dr. D. Y. Chandrachud,J) 4