1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY APPLICATION NO.1322 OF 2009 In the matter of Sections 100, 391 & 394 of Companies Act, 1956 AND In the matter of Scheme of Amalgamation of Walchand Talentfirst Limited with Walchand Peoplefirst Limited and their Respective Shareholders Walchand Peoplefirst Limited a Company } incorporated under the Indian Companies } Act, VII of 1913 and an existing company } within the meaning of Companies Act, 1956 } and having its Registered office at 1, } Construction House, 5, Walchand Hirachand} Marg, Ballard Estate Mumbai 400001. } ….Applicant Company Called for Summons for Direction CORAM : Dr. D.Y. CHANDRACHUD J DATE: 18th DECEMBER 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., 2 advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th day of December, 2009 of Mr. Harshad Dilip Mane, Company Secretary of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a meeting of the equity shareholders of the Applicant Company shall be convened and held at its Registered Office of the Applicant Company at 1, Construction House, 5, Walchand Hirachand Marg, Ballard Estate, Mumbai 400001 on Tuesday 2nd day of February 2010 at 10:30 AM for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Walchand Talentfirst Limited, the Transferor Company with Walchand Peoplefirst Limited, the Applicant/ Transferee Company and their respective Shareholders (“Scheme”). 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Amalgamation, copy of Explanatory Statement as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their last known address. 3. That 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 time as aforesaid be published, stating that the copies of the Scheme of Amalgmation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained 3 free of charge from the registered office of the Applicant Company as aforesaid and/or at its Advocates office at 302 Satnam Building, 3A Sion West, Opp. Axis Bank, Mumbai 400022, one each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi (both Mumbai Edition). Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That settling and approving of the form of advertisement, form of proxy, the form of notice and 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 Notice convening meeting as per Form No.38 (Rule 74); (b) issue Notice convening meeting of the equity shareholders 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. . 5. That Ms. Pallavi Jha, Chairperson and Managing Director of the Applicant Company and in her absence Mr Sanjay Jha, Whole Time Director of the Applicant Company shall be the Chairperson/Chairman of the meeting of the equity shareholders to be held on 2nd day of February 2010 or at any adjournment or adjournments thereof. 4 . 6. That the Chairperson appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairperson of the meeting shall have all powers as per its Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjourned or adjournments thereof or on any other matter including the amendment/s to the Scheme of Amalgamation or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of equity shareholders shall be 5 (five) shareholders of the Applicant Company present in person or by proxy. 8. That the voting by proxy is permitted provided that proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at 1, Construction House, 5, Walchand Hirachand Marg, Ballard Estate Mumbai 400001not later than 48 hours before the said meeting as required under Rule 70(2) of the Company Court Rules, 1959. 9. That the number of the shares of each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the register are disputed, the Chairperson of the meeting shall determine the number for the purposes of the meeting and his decision in that behalf would be final. 5 10. That the convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Walchand Talentfirst Limited, the Transferor Company with Walchand Peoplefirst Limited, the Applicant / Transferee Company and their respective Shareholders (“Scheme”) is dispensed with in view of averments made in paragraph Twenty of the affidavit in support of Summons for Direction. Applicant Company undertakes to issue individual notices of the date of hearing of petition to all its Creditors. The said undertaking is accepted. 11. That the Chairperson / Chairman of the Company represented by its Company Secretary to file an affidavit not less than 7 days before the date fixed for the holding of the meeting or the holding of the first of the meetings, as the case may be, and do report to this Court that the directions regarding the issue of notices and the advertisement have been duly complied with. 12. That the Chairperson do report to this Court, the result of the said meeting within 21 days of the conclusion of the meeting and the said Report shall be verified by an affidavit. (Dr. D. Y. CHANDRACHUD J)