1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.441 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of the Companies Act, 1956; And In the matter of Scheme of Arrangement/ Amalgamation of Symphony Services Pune Private Limited, a company incorporated under the Companies Act, 1956, and having its registered office at AMAR APEX, 1st Floor, Baner Road, Baner, Pune – 411 045 With Symphony Services Corporation (India) Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at No. 13/1, Outer Ring Road, Kaadubeesanahalli, Varthur Hobli, Bangalore – 560 087 in the State of Karnataka. And Their respective shareholders and creditors. 2 Symphony Services Pune Private Limited, a company incorporated under the Companies Act, 1956, and having its registered office at AMAR APEX, 1st Floor, Baner Road, Baner, Pune – 411 045 ) ) ) ) ) Applicant CORAM: S. C. DHARMADHIKARI, J DATE : APRIL 23, 2009 Mr. Vikash Kumar i/b Mr. Anil T Agarwal for the Applicant MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Vikash Kumar i/b Anil T. Agarwal, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 30th day of March 2009 of Mr. Amitava Roy, Director and duly Authorised Representative of the Applicant Company, in Support of the Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at its registered office at AMAR APEX, 1st Floor, Baner Road, Baner, Pune – 411 045, Maharashtra, on Wednesday, the 27th day of May 2009 at 11.30 a.m. for the purpose of considering, and if thought fit approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Symphony Services Pune Private Limited, the Applicant/ Transferor Company, with Symphony Services Corporation (India) Private Limited, the Transferee 3 Company. 2. That a separate meeting of the Secured Creditors of the Applicant Company be convened and held at its registered office at AMAR APEX, 1st Floor, Baner Road, Baner, Pune – 411 045, Maharashtra, on Wednesday, the 27th day of May 2009 at 12.30 p.m., for the purpose of considering, and if thought fit approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Symphony Services Pune Private Limited, the Applicant/ Transferor Company, with Symphony Services Corporation (India) Private Limited, the Transferee Company. 3. That a separate meeting of the Unsecured Creditors of the Applicant Company be convened and held at its registered office at AMAR APEX, 1st Floor, Baner Road, Baner, Pune – 411 045, Maharashtra, on Wednesday, the 27th day of May 2009 at 1.30 p.m., for the purpose of considering, and if thought fit approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Symphony Services Pune Private Limited, the Applicant/ Transferor Company, with Symphony Services Corporation (India) Private Limited, the Transferee Company. 4. That at least 21 clear days before the day appointed for the Separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors respectively an advertisement convening the same and stating that the copies of the said Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the Registered Office of the Applicant Company or at the office of the Advocates for the Applicant Company viz. Dua Associates, World Trade Centre, 7th Floor, Centre 1, Cuffe Parade, Mumbai 400 005, be published in ‘The Free Press Journal' in English and 'The Maharashtra Times' in 4 Marathi both circulated in Mumbai. Publication thereof in Maharashtra Government Gazette is dispensed with. 5. That, in addition, at least 21 clear days before the date of the respective meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the Scheme of Amalgamation and a copy of the statement required to be sent under Section 393 of the Companies Act, and the prescribed form of proxy shall be sent under certificate of posting addressed to each of the Equity Shareholders, Secured Creditors and Unsecured Creditors at their respective registered or last known address. 6. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this court is dispensed with. The Applicant undertakes to : (a) issue notices convening the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors respectively as per Form No 36 (Rule 73); (b) issue form of proxy as per Form No. 37 (Rule 73); (c) advertise the Notice convening meetings as per Form No. 38 (Rule 74); (d) issue statement containing particulars as per Section 393 of the Companies Act, 1956. 7. That Mr. Amitava Roy, Director of the Applicant Company, and failing him, Mr. C. Mahalingam, Alternate Director of the Applicant Company, shall be the Chairman of the respective meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors to be held on the 27th day of May, 2009 as aforesaid. 5 8. That the Chairman appointed for the said meetings to issue the advertisement and send out the notices of the meetings referred to above. 9. That the quorum for the said meeting of the Equity Shareholders of the Applicant Company shall be 2 (Two) Equity Shareholders present in person. 10.That the quorum for the said meeting of the Secured Creditors of the Applicant Company shall be 2 (Two) Secured Creditors present in person or by proxy or through authorized representative. 11.That the quorum for the said meeting of the Unsecured Creditors of the Applicant Company shall be 2 (Two) Unsecured Creditors present either in person or by proxy or through authorized representative. 12.That voting by proxy or authorized representative is permitted, provided that proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 13.That the value of the shares of each shareholder shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman of the meetings shall determine the value for the purpose of the meetings. 14.That the value of the debt of each creditor shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman of the meetings shall determine the value for the purpose of the meetings. 6 15.That the Chairman of the meetings to report to this Court the result of the respective meetings within 15 days of the conclusion of the said meetings and the said reports shall be verified by his affidavit. COMPANY JUDGE