1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 51 OF 2010 In the matter of Sections 78, 100, 391 & 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement between Frontline Business Solutions Ltd. and its Shareholders. FRONTLINE BUSINESS } SOLUTIONS LIMITED } is an incorporated Company } under the Provisions of the } Companies Act, 1956 and having its } registered office at Block A-1 } Parle Colony, Sahakar Road } Vile Parle (E) Mumbai 400 057 } .. APPLICANT Called Summons for Directions: CORAM : S.J.Kathawalla J. Dated : 22 January, 2010 Mr. KEDAR WAGLE, Advocate for the Applicant 2 MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING abovenamed by Summons for Direction AND UPON READING the Affidavit dated 7th January, 2010 of Ratish Tagde, Director of the Applicant Company in support of the Summons for Directions, and the exhibits therein referred to, IT IS ORDERED :- 1) That a meeting of Equity Shareholders of the Applicant Company above named be convened and held at Nityanan Nagar Hall No-4, Behind Better Value, Sahar Road, Andheri (East), Mumbai-400 069 on 23rd February, 2010, for the purpose of considering, and if thought fit , approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement between the Applicant company and its Shareholders. 2) That at least 21 (twenty one) clear days before the day appointed for the said meeting, an advertisement convening the meeting of Equity Shareholders of the Applicant and stating that copies of the said Scheme of Arrangement and the statement required to be published pursuant to section 393 of the Companies act, 1956 and forms of proxy can be obtained free of charge at the registered office of the Applicant at Block A-1, Parle Colony, Sahakar Road, Vile Parle (East) Mumbai 400 057 be inserted once in each of two local newspapers i.e 3 Free Press Journal in English and Maharashtra Times in Marathi both having circulation in Mumbai. 3) That, in addition, at least 21 (twenty one) clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the said arrangement as embodied in the said Scheme of Arrangement, a copy of the statement required to be sent under section 393 of the Act and the prescribed form of proxy be sent by prepaid post under certificate of posting addressed to each of the Equity Shareholders of the Applicant at their registered or last known address. 4) In view of the publication in the newspaper and individual notices convening the said meeting being given to each Shareholder of the Applicant, the publication of the notice convening the said meeting in the Maharashtra Government Gazette is dispensed with. 5) 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 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 conveying meeting as per Form No-38 (Rule 74); d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; 6) That Mr. Ratish Tagade, Director of the Applicant, and failing him, Mr.Natwar Balkrishna Sureka, Managing Director, and failing him, Mrs Manju Sureka, Director shall be Chairman of the meeting of the equity shareholders of the Applicant to be held as aforesaid or at any adjournment or adjournments thereof. 7) That the Chairman appointed for the said meeting do issue the advertisement and send out the notices of the said meeting referred to above. 8) That the quorum for the said meeting of Equity Shareholders of the Applicant shall be 5 (five) Equity Shareholders present in person. 9) That voting by proxy/ authorized representative be permitted provided that the proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the said meeting is filed with the Applicant at its registered office at Block A-1, Parle Colony, Sahakar Road, Vile Parle (East) Mumbai 400057, not later than 48 hours before 5 the date and time fixed for the said meeting, as per Rule 70 of The Companies (Court) Rules, 1959. 10) That value of each Equity Shareholder of Applicant shall be in accordance with the books of Applicant and where entries in the books are disputed, the Chairman of the meeting of the Equity Shareholder of the Applicant shall determine the value for the purpose of the said meeting. 11) That the Chairman of the meeting of Equity Shareholders of Applicant do report to this Hon’ble Court the result of the said meeting within 21 (twenty one) days from the conclusion of the said meeting and the report shall be verified by affidavit of the Chairman. 12) The convening of the meeting of the Unsecured Creditors of the applicant Company, for the purpose considering, and if thought fit, approving, the Scheme of Arrangement between the Applicant and its shareholders is dispensed with in view of averments made in paragraph (13) of the Affidavit in support of the Summons for Directions and in view of the consent in writing given by all the unsecured creditors (excluding sundry creditors) to the proposed Scheme of Arrangement which are annexed as Exhibits “ E-1 ” to “E-6 ” to the said Affidavit. The Applicant undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D to all its sundry creditors. The undertaking is accepted. 6 13) There are no Secured Creditors of the Applicant Company, as mentioned in paragraph (12) of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding meeting of Secured Creditors does not arise. 14) That in view of the averments made in paragraph 12 (a) of the Affidavit in support of the Summons for Direction, the procedure prescribed under Section 101 (2) of The Companies Act, 1956, is dispensed with. The Applicant Company undertakes to pass a Special Resolution in respect of the reduction of capital in the aforereferred meeting of Equity Shareholders. The undertaking is accepted. (S.J.Kathawalla.J)