IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.573 OF 2009 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 Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited (‘ISL’ or ‘the Demerged Company’ or ‘the Transferor Company’) and Integrated Syndication Services Private Limited (‘ISSPL’ or ‘the Resulting Company’) and Seamless Syndication Services Private Limited (‘SSSPL’ or ‘the Transferee Company’) and their respective shareholders INDSEAM SERVICES LIMITED , a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Plot No. 141 to 153, Savedi, Nagar Manmad Road, Ahmednagar 414 001 ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar, J. Date: 8th May, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocate for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24th day of April, 2009 of Mr. Debdas Gopikaranjan Guin, Authorised Signatory of the Applicant company, in support of Summons for Directions, IT IS ORDERED: 1. That the meeting of the Equity Shareholders of Indseam Services Limited, the Applicant Company be convened and held at Plot No. 141 to 153, Savedi, Nagar Manmad Road, Ahmednagar 414 001, on Wednesday, 10 th day of June of 2009 at 10.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited, the Applicant/ Demerged/ Transferor Company and Integrated Syndication Services Private Limited, the Resulting Company and Seamless Syndication Services Private Limited, the Transferee Company and their respective shareholders. 2. That the meeting of the 10% Preference Shareholders of Indseam 2 Services Limited, the Applicant Company be convened and held at Plot No. 141 to 153, Savedi, Nagar Manmad Road, Ahmednagar 414 001, on 10 th day of June of 2009 at 10.30 a.m., or soon after the conclusion of the meeting of the Equity Shareholders, whichever is later, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited, the Applicant/ Demerged/ Transferor Company and Integrated Syndication Services Private Limited, the Resulting Company and Seamless Syndication Services Private Limited, the Transferee Company and their respective shareholders. 3. That the meeting of the 15% Preference Shareholders of Indseam Services Limited, the Applicant Company be convened and held at Plot No. 141 to 153, Savedi, Nagar Manmad Road, Ahmednagar 414 001, on Wednesday, the 10th day of June of 2009 at 11.00 a.m., or soon after the conclusion of the meeting of the 10% Preference Shareholders, whichever is later, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited, the Applicant/ Demerged/ Transferor Company 3 and Integrated Syndication Services Private Limited, the Resulting Company and Seamless Syndication Services Private Limited, the Transferee Company and their respective shareholders. 4. That the meeting of the Secured Creditors of Indseam Services Limited, the Applicant Company be convened and held at Plot No. 141 to 153, Savedi, Nagar Manmad Road, Ahmednagar 414 001, on Wednesday, the 10th day of June of 2009 at 11.30 a.m., or soon after the conclusion of the meeting of the 15% Preference Shareholders, whichever is later, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited, the Applicant/ Demerged/ Transferor Company and Integrated Syndication Services Private Limited, the Resulting Company and Seamless Syndication Services Private Limited, the Transferee Company and their respective shareholders. 5. That the meeting of the Unsecured Creditors of Indseam Services Limited, the Applicant Company be convened and held at Plot No. 141 to 153, Savedi, Nagar Manmad Road, Ahmednagar 414 001, on Wednesday, the 10th day of June of 2009 at 12.00 noon, or soon after the conclusion of the meeting of the Secured Creditors, whichever is later, for the purpose of considering and, if thought 4 fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited, the Applicant/ Demerged/ Transferor Company and Integrated Syndication Services Private Limited, the Resulting Company and Seamless Syndication Services Private Limited, the Transferee Company and their respective shareholders. 6. That at least 21 clear days before the meetings of the Equity Shareholders, 10% Preference Shareholders, 15% Preference Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company to be held as aforesaid, a notice convening the said meetings, at the place and time aforesaid and stating that copies of the Scheme 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, shall be published once each in Times of India in English and Sakal in Marathi, both circulated at Ahmednagar. Publication in Maharashtra Government Gazette is dispensed. 7. That, in addition, at least 21 clear days before the said meetings of the Equity Shareholders, 10% Preference Shareholders, 15% Preference Shareholders, Secured Creditors and Unsecured 5 Creditors of the Applicant Company, to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 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, 10% Preference Shareholders 15% Preference Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company at their respective registered or last known addresses. 8. 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: a) issue Notice convening meetings of the Equity Shareholders, 10% Preference Shareholders, 15% Preference Shareholders, Secured Creditors and Unsecured Creditors as per Form No. 36 (Rule 73) b) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; c) issue Form of Proxy as per Form No. 37 (Rule 73) 6 d) advertise the Notice convening meetings as per Form No. 38 (Rule 74) The undertaking is accepted 9. Mr. Dilip Ambarchand Bhansali, Authorised Signatory of the Applicant Company, failing him, Mr. M G V Pillai, Authorised Signatory of the Applicant Company, and failing him, Mr. Vilas Changdeo Raut, Authorised Signatory of the Applicant Company, shall be the Chairman of the aforesaid meetings to be held at Plot No. 141 to 153, Savedi, Nagar Manmad Road, Ahmednagar 414 001 , on Wednesday, the 10th day of June of 2009 or any adjournment or adjournments thereof. 10.That the Chairman appointed for the aforesaid meetings to issue the advertisement and send out the notices of the meetings referred to above. 11.That the quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (Five) Equity Shareholders present in person. 12.That the quorum for the aforesaid meeting of 10% Preference Shareholders shall be 1 (One) Preference Shareholder, who is the sole shareholder, present in person. 13.That the quorum for the aforesaid meeting of 15% Preference Shareholders shall be 5 (Five) Preference Shareholders present in 7 person. 14.That the quorum for the aforesaid meeting of Secured Creditors shall be 2 (Two) Secured Creditors present in person or proxy or authorized representative. 15.That the quorum for the aforesaid meeting of Unsecured Creditors shall be 2 (Two) Unsecured Creditors present in person or proxy or authorized representative. 16.That voting by proxy/ authorized 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 Plot No. 141 to 153, Savedi, Nagar Manmad Road, Ahmednagar 414 001, Maharashtra, not later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 17.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 shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 18.That the Chairman do report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the 8 meetings, and the said report shall be verified by his Affidavit. Company Judge 9