1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1369 OF 2008 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 of Hyprotech India Private limited (“the Transferor Company”) With Aspentech India Private Limited (“the Transferee Company”) And their respective shareholders HYPROTECH INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 1956, having its Registered Office at SP Infocity, Survey No.209, Pune – Saswad Road, Phursungi, Pune 412 308, Maharashtra. ....Applicant Company. Called for Summons for Direction Mr. Rajesh Shah i/b Rajesh Shah & Co. for the Applicant Coram: S. A. Bobde J. Date: 19th day of September 2008 MINUTES OF THE ORDER 2 IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of Hyprotech India Private Limited, the Applicant / Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in the Scheme of Amalgamation of Hyprotech India Private Limited, the Applicant / Transferor Company with Aspentech India Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘G1’ and ‘G2’ to the affidavit dated 12th day of September, 2008 of Mr. Hemant Bachal, Finance Manager, of the Applicant Company, in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 16 of the affidavit dated 12th day of September, 2008 of Mr. Hemant Bachal, Finance Manager, of the Applicant Company, 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 convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation is dispensed with in view of the averments made in paragraph 17 of the affidavit dated 12th day of September, 2008 of Mr. Hemant Bachal, Finance Manager, of the Applicant Company, in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition upon all its Unsecured Creditors by R.P.A.D. and also to publish the same in two local daily newspapers viz. “Maharashtra Herald” in English and “Kesari” in Marathi both having circulation in Pune. The undertaking is accepted. Company Judge