1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 274 OF 2011 Called Summons for Direction Coram: S J VAZIFDAR, J. Date: 6th MAY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co. Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 7th day of April, 2011 of 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 Ritu Syndication Services Private Limited (“ “the Transferor Company”) WITH Integrated Syndication Services Limited ( “the Transferee Company”) AND their respective Shareholders INTEGRATED SYNDICATION SERVICES LIMITED, a Company incorporated under the Companies Act, 1956 and having its registered office at Flat No D 17, Pillar Homes, Viman Nagar, Pune – 411 014. ) ) ) ) )……..Applicant Company 2 Mr. Anant Sitaram Deshmukh, Director of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Integrated Syndication Services Limited, the Applicant /Transferee Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Ritu Syndication Services Private Limited, the Transferor Company with Integrated Syndication Services Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by all the Equity shareholders of the Applicant Company, which are annexed as Exhibits “H1” to “H7” to the Affidavit in support of Company Summons for Direction. 2. That a Meeting of the 1% Redeemable Non–Cumulative Preference Shareholders of Integrated Syndication Services Limited, the Applicant / Company be convened and held at Hotel Fortune, Vimannagar, Pune - 411014 on Tuesday, 7th day of June, 2011 at 11:00 a.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Ritu Syndication Services Private Limited, the Transferor Company with Integrated Syndication Services Limited, the Transferee Company and their respective shareholders . 3. That at least 21 clear days before the Meeting of the 1% Redeemable Non– Cumulative Preference Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the 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 as 3 aforesaid and/or at the office of its advocates, shall be published once each in Maharashtra Herald, in English and Kesari, in Marathi, both circulated in Pune. 4. That, in addition, at least 21 clear days before the said meeting of the 1% Redeemable Non–Cumulative Preference Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy, shall be sent by courier to each of the 1% Redeemable Non–Cumulative Preference Shareholders of the Applicant Company at their respective registered or last known addresses. 5. 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 Company undertakes to: i. issue Notices convening meeting of the 1% Redeemable Non–Cumulative Preference Shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) iv. advertise the notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 6. That Mr. Vijaykumar Ravetkar, Director of the Applicant Company, and failing him, Mr. Anant Deshmukh, Director of the Applicant Company, and failing him, Mr. Debdas 4 Guin, (Director) of the Applicant Company, shall be the Chairman of the aforesaid Meeting to be held at Hotel Fortune, Vimannagar, Pune - 411014 on Tuesday, 7th day of June, 2011 at 11:00 a.m. or any adjournment or adjournments thereof. 7. That the Chairman appointed for the aforesaid Meeting to issue the advertisement and send out the notices of the Meeting referred to above. 8. That quorum for the aforesaid meeting of the Preference Shareholders shall be five (5) Preference Shareholders present in person. 9. That voting by proxy / authorised representative be permitted, provided that a 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 at Flat No. D 17, Pillar Homes, Viman Nagar, Pune – 411 014, not later than, 48 hours before the aforesaid Meeting. 10. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman of the respective meeting shall determine the value for the purpose of the aforesaid Meeting. 11. That the Chairman of the meeting to report to this Court, the results of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 12. There are no Secured Creditors in Integrated Syndication Services Limited, the Applicant Company, as stated in paragraph 15 of the Affidavit in support of Company Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 5 13. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Ritu Syndication Services Private Limited with Integrated Syndication Services Limited is dispensed with in view of the averments made in paragraph 16 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. upon all its Unsecured Creditors and also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz Maharashtra Herald, in English and Kesari, in Marathi, both circulated in Pune. The said undertaking is accepted. (S. C. VAZIFDAR, J.)