1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.287 OF 2009 In the matter of the Companies Act, 1956 And In the matter of Sections 391 to 394 of the said Act And In the matter of Scheme of Arrangement between CMS Computers Limited and CMS Info Systems Private Limited and their respective shareholders CMS Info Systems Limited a Company incorporated under the provisions of the Companies Act, 1956 having its registered office at CMS House, Plot No. 91, Street No. 7 MIDC - Marol, Andheri (East) Mumbai – 400 093 ….. APPLICANT Called Summons for Direction CORAM: S. J. Vazifdar, J. DATE: 6th MARCH 2009 Mr Devesh Juvekar i/b M/s Khaitan & Co. for the Applicant 2 MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr Devesh Juvekar instructed by M/s. Khaitan & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 25 February 2009 of Mr Praveen Soni, Constituted Attorney of the Applicant Company in support of Summons for Directions, IT IS ORDERED : 1. That convening and holding the meeting of the Equity Shareholders of the Applicant company abovenamed, for the purpose of considering and, if thought fit, approving, the proposed Scheme of Arrangement between CMS Computers Limited, the Transferor Company, with CMS Info Systems Private Limited, the Applicant Company/ Transferee Company is dispensed in view of all equity shareholders of the Applicant company having given their consents in writing to the proposed scheme of Arrangement which are annexed as Exhibits “G1” and “G2” to the Affidavit in support of Summons for Directions. 2. There are no Secured or Unsecured Creditors in 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 meeting of the Secured and Unsecured Creditor does not arise. COMPANY JUDGE