1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO: 544 OF 2011 In the matter of Companies Act, 1956 (1 of 1956) And In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956. And Scheme of Amalgamation of Thunga Software Private Limited (Transferor) With Accentia Technologies Limited Company (Transferee) Accentia Technologies Limited Company Incorporated under the Companies Act, 1956 having its Registered Office at“D- 207, 2nd Floor, International Infotech Centre, Belapur Railway Station Complex, CBD Belapur, Navi Mumbai – 400614, Maharashtra”. ] ] ] ] ] ] ...Applicant Company 2 Called for Summons for Direction Coram: S.C.Dharmadhikari. J Date: 16th September, 2011 Mr. Kezer Kharawala i/b. R.K. Associates, 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. Kezer Kharawala instructed by M/s R.K.Associates., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 18th day of August, 2011 of Mr. Pradeep S. Viswambharan, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of ACCENTIA TECHNOLOGIES LIMITED, “Applicant/ Transferee Company” be convened and held at D- 207, 2nd Floor, International Infotech Centre, Belapur Railway Station Complex, CBD Belapur, Navi Mumbai – 400614 on Thursday, the 20th day of October, 2011 at 12.00 noon for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Thunga Software Private Limited, the Transferor Company with ACCENTIA 3 TECHNOLOGIES LIMITED, “the Applicant / Transferee Company”. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Thunga Software Private Limited, the Transferor Company with ACCENTIA TECHNOLOGIES LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the averments made in paragraph 21 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of the hearing of the Petition by Registered Post A.D. to all its Secured Creditors. The said undertaking is accepted. 3. 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 Thunga Software Private Limited, the Transferor Company with ACCENTIA TECHNOLOGIES LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the averments made in paragraph 22 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give an individual notice of date of hearing of Petition by Registered Post A D. to all its Unsecured Creditors and also to publish the same in two newspaper viz. Free Press Journal in English language and 4 Maharashtra Times in Marathi language. The said undertaking is accepted. 4. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the proposed 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 aforesaid and/or at the office of its Advocates M/s. R.K.Associates, at 316, Birya House, 3rd Floor, 265 Bazargate Street, Fort, Mumbai – 400001 ,shall be published once each in two newspaper viz. ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both having circulation in Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed with. 5. That, in addition, at least 21 clear days before the meeting 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, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by RPAD or courier addressed to each of the Equity Shareholders, Secured Creditors and unsecured Creditors at their respective registered or last known addresses. 5 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 Company undertakes to :- i. advertise the Notice convening meeting as per Form No. 38 (Rule 74) ii. issue Notice convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 7. That Mr. Pradeep S. Viswambharan, Director of the Applicant Company, failing him, Mr. Sooraj C. K, Director of the Applicant Company, failing him, Mr. Murali Krishna. K.S, Chief Financial Officer and Authorised Signatory of the Applicant Company is appointed as the Chairman for the above meeting to be held at D- 207, 2nd Floor, International Infotech Centre, Belapur Railway Station Complex, CBD Belapur, Navi Mumbai – 400614 on Monday, the 20th day of October, 2011 at 12.00 noon, or any adjournment or adjournments thereof. 6 8. That the Chairman appointed for the meeting to issue the advertisement and send out the notices of the meeting referred to above. The Chairman shall have all powers under the Articles of Association of the Applicant Company and under the Companies (Court) Rules, 1959 in relation to conduct of the aforesaid respective meeting including for deciding procedural questions that may arise at the respective meeting or at any adjournment thereof or any other matter including amendment to the Scheme/Resolution, if any, proposed at the meeting by any person(s). 9. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 Equity Shareholders present in person. 10. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at D- 207, 2nd Floor, International Infotech Centre, Belapur Railway Station Complex, CBD Belapur, Navi Mumbai – 400614 not later than 48 hours before the aforesaid respective meeting, as per Rule 70 of the Companies (Court) Rules, 1959. 7 11. That the value of the shares of each of the Equity Shareholders shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 12. That the Chairman appointed for the meeting do report to this Court the result of the said meeting within 30 days of the conclusion of the respective meetings and the said report shall be verified by his affidavit. (S. C. Dharmadhikari. J)