1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 512 OF 2010 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Glodyne Technoserve Limited; AND IN THE MATTER of Scheme of Arrangement and Amalgamation of Broadllyne Technologies Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors. Glodyne Technoserve Limited, ) a company incorporated under the provisions ) of the Companies Act 1956 and having its ) Registered Office at 801, Balarama Building, ) Bandra Kurla Complex, Bandra (East), ) Mumbai 400 051, Maharashtra, India ) …Applicant / Transferee Company 2 Called Summons for Direction Coram: S. J. VAZIFDAR, J. Dated: 30th July, 2010 Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., Advocates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 20th July, 2010 of Mr. Amit Jaste, Assoc. Vice President – Legal, Secretarial & Corporate Affairs of the Applicant in support of Summons for Direction, IT IS ORDERED :- 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at Exchange Plaza, NSE Auditorium, Ground Floor, Bandra Kurla Complex, Bandra (East), Mumbai – 400051 on Wednesday, the 24th August, 2010 at 11.00 a.m., for the 3 purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Arrangement and Amalgamation of Broadllyne Technologies Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors. 2. That Mr. Annand Sarnaaik, Assoc. Vice President – Legal, Secretarial & Corporate Affairs of the Applicant, and in his absence Mr. Sanjay Buch, Advocate, Solicitor and Partner of Crawford Bayley & Co., and in his absence, Mr. Marco Wadia, Advocate and Partner of Crawford Bayley & Co., shall be the Chairman of the meeting of the Equity Shareholders to be held on the 24th August, 2010 or at any adjournment or adjournments thereof. 3. That a meeting of the Unsecured Creditors of the Applicant Company be convened and held at C/03, Fortune 2000, Bandra Kurla Complex, Bandra (E), Mumbai – 400051 on Wednesday, the 24th August, 2010 at 2.00 p.m., for the purpose of considering, and if 4 thought fit, approving, with or without modification(s) the Scheme of Arrangement and Amalgamation of Broadllyne Technologies Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors. 4. That Mr. Annand Sarnaaik, Assoc. Vice President – Legal, Secretarial & Corporate Affairs of the Applicant, and in his absence Mr. Sanjay Buch, Advocate, Solicitor and Partner of Crawford Bayley & Co., and in his absence, Mr. Marco Wadia, Advocate and Partner of Crawford Bayley & Co., shall be the Chairman of the meeting of the Unsecured Creditors to be held on the 24th August, 2010 or at any adjournment or adjournments thereof. 5. That at least 21 clear days before the meetings to be held as aforesaid, notices convening the said meetings, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Arrangement and Amalgamation, copy of Explanatory 5 Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by a pre-paid letter posted under certificate of posting, addressed to each of the Equity Shareholders and Unsecured Creditors of the Applicant Company at their respective registered or last known address. 6. That at least 21 clear days before the meetings to be held as aforesaid, notices convening the said meetings, indicating the day, the date and the place and time as aforesaid, stating that the copies of the Scheme of Arrangement and 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 Company, be published once each in „Free Press Journal‟ in English (Mumbai Edition) and „Maharashtra Times‟ in Marathi (Mumbai Edition). Publication thereof in Maharashtra Government Gazette is dispensed with. 6 7. That 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:- a. advertise the Notices convening meeting as per Form No. 38 (Rule 74); b. issue Notices convening meeting of the Equity Shareholders and Unsecured Creditors as per Form No.36 (Rule 73); c. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; d. issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 8. That the respective Chairman appointed for each of the aforesaid meetings to issue advertisements and send out notices of the said meetings referred to above. It is further 7 directed that the respective Chairman of each of the aforesaid meetings shall have all powers under the Companies (Court) Rules, 1959 in relation to the conduct of the meetings including for deciding any procedural questions that may arise at the meetings or at any adjournment or adjournments thereof or on any other matter including the amendment/s to the Scheme of Arrangement and Amalgamation if any, proposed at the meetings by any person(s) and to ascertain the decision of or the sense of the meetings by a poll. 9. That the quorum for the meeting of Equity Shareholders shall be 5 (five) Equity Shareholders of the Applicant Company present in person. 10. That the quorum for the meeting of the Unsecured Creditors shall be 5 (five) Unsecured Creditors of the Applicant Company present in person. 8 11. That the voting by proxy/authorized representative is permitted provided that proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the aforesaid meetings or by his Authorised Representative, is filed with the Applicant Company at its Registered office at 801, Balarama Building, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051, not later than 48 hours before the said meetings, as required under Rule 70 of the Companies (Court) Rules, 1959. 12. That the number of the shares of each shareholder and value of the creditors shall be in accordance with the record or register of the Applicant Company and where the entries in the Register are disputed, the Chairman of the respective meetings shall determine the number for the purposes of the meeting and his decision in that behalf would be final. 9 13. That the respective Chairman to report the result of the meetings within 30 days from the date of the meetings and the said report shall be verified by his Affidavit. 14. That convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and if thought fit, approving with or without modification(s), the Scheme of Arrangement and Amalgamation of Broadllyne Technologies Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors is dispensed with, in view of the Consent Letters given by all the Secured Creditors of the Applicant Company which are annexed as Exhibits “I- 1” to “I-3” to the Affidavit in support of Summons for Direction. (S. J. VAZIFDAR, J.)