IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 252 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN NHC INDUSTRIES PRIVATE LIMITED (NHC) … Transferor Company AND MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED (MIDPOINT) …Transferee Company MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at D- 22/8, TTC Industrial Area, Thane- Belapur Road, Navi Mumbai- 400 705 … Applicant / Transferee Company Called Summons for Directions Coram: S.J. Kathawalla, J. Dated: 9th April, 2010 Mr. Nasir Ali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED, the Applicant abovenamed by Summons for Direction AND UPON hearing Mr. Nasir Ali Rizvi Advocate for the Applicant Company and upon reading the Affidavit dated 30th March, 2010 of Mr. Apoorva Shah, Chairman of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:- 1. That the meeting of the Equity Shareholders of the Applicant / Transferee company be convened and held on Monday the 17th day of May 2010 at 10.00 a.m. at D- 22/8, TTC Industrial Area, Thane- Belapur Road, Navi Mumbai- 400 705 for the purpose of considering and, if thought fit, to approve, with or without 2 modification(s), the Scheme of Amalgamation of NHC INDUSTRIES PRIVATE LIMITED, Transferor Company with MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED, Applicant / Transferee Company. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraphs 26 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. 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of NHC INDUSTRIES PRIVATE LIMITED, Transferor Company with MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED is dispensed with in view of the consents as given by all the Unsecured creditors of the Applicant Company, which are annexed as Exhibits “K-1 to K-4” to the Affidavit-in- support of the Summons for Directions. 4. That, at least 21 (twenty one) clear days before the meeting to be held as aforesaid, Notices convening the said meeting indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation of NHC INDUSTRIES PRIVATE LIMITED, Transferor Company with MIDPOINT SOFTWARE & ELECTRO SYSTEMS LIMITED, Transferee 3 Company, copy of the Explanatory Statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent by pre-paid letter posted under certificate of posting addressed to each of the Equity Shareholders of the Applicant/Transferee Company at their respective registered or last known address. 5. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, Notices convening the said meeting indicating the day, the date, and the place and the time as aforesaid stating that copies of the arrangement embodied in the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge from the Registered Office of the Applicant / Transferee Company be published once each in Free Press Journal in English (Mumbai - Edition) and Maharashtra Times in Marathi (Mumbai Edition). The Publications in Maharashtra Government Gazette is dispensed with. 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 Notice convening meeting of the Shareholders as per Form No. 36 (Rule 73) 4 (b) issue form of proxy as per Form No.37 (Rule 73) (c) advertise the Notice convening meeting as per Form No. 38 (Rule 74) (d) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956. The said Undertaking is accepted. 7. Mr. Apoorva Shah, Chairman of the Applicant/Transferee Company, and failing him, Mr. Aashish Vyas the Director of the Applicant/Transferee Company, shall be the Chairman of the aforesaid meeting to be held on 17th May, 2010 or at any adjournment/adjournments thereof. 8. That the Chairman appointed for the aforesaid meeting do issue and send out notices of the said meetings referred to above. It is further directed, that the Chairman of the meetings shall have powers under the Companies (Court) Rules, 1959 in relation to conduct of meetings. 9. That the quorum of the meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 10. That the voting by Proxy/ authorised representative be permitted provided that the Proxy / Authorisation, in the prescribed form duly signed by the persons entitled to attend and vote at the meeting is filed at the Registered Office of the Applicant/Transferee Company not later than 48 hours before the time fixed for the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 5 11. That the number and value of each of the Equity Shareholders shall be in accordance with the records of the Company and in the event of any dispute the Chairman of the meetings shall determine the value for the purpose of meetings and his decision in that behalf shall be final. 12. And it is further ordered that the Chairman do report to this court the result of the said meetings within 30 days from the conclusion of the meeting and the said report shall be verified by his affidavit. (S.J. Kathawalla, J.) 6