IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1597 OF 2008 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation between Guviso Holdings Private Limited and Mirc Electronics Limited Mirc Electronics Limited, a company incorporated under the Companies Act, 1956 and having its Registered Office at Onida House, G-1, M.I.D.C., Mahakali Caves Road, Andheri (East), Mumbai – 400 093 (India) ) ) ) ) ) ) ) … Applicant Called For Summons For Directions CORAM: A.M. Khanwilkar J DATE 5th December 2008 Ms. Alpana Ghone i/b Kanga and Company for the Applicant MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Ms. Alpana Ghone instructed by Kanga and Company, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 12th day of November 2008 of Mr. Anoop Pillai, Company Secretary of the Applicant Company, in Support of the Summons for Directions IT IS ORDERED 1. That a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400018, on the 5th day of January 2009 at 3.30 p.m, for the purpose of considering, and if thought fit approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Guviso Holdings Private Limited, the Transferor Company with Mirc Electronics Limited, the Applicant Company. 2. That a meeting of the Secured Creditors of the Applicant Company shall be convened and held at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400018, on the 5th day of January 2009 at 2.30 p.m, for the purpose of considering, and if thought fit approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Guviso Holdings Private Limited with Mirc Electronics Limited, the Applicant Company. 3. That a meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400018, on the 5th day of January 2009 at 3.00 p.m, for the purpose of considering, and if thought fit approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Guviso Holdings Private Limited with Mirc Electronics Limited, the Applicant Company. 4. That at least 21 clear days before the day appointed for the Separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors respectively an advertisement convening the same and stating that the copies of the said 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 or at the office of the Advocates for the Applicant Company M/s. Kanga and Company at Readymoney Mansion, 43, Veer Nariman Road, Fort, Mumbai - 400 001, be published in ‘The Free Press Journal’ in English and ‘The Maharashtra Times’ in Marathi both circulated in Mumbai. Publication thereof in Maharashtra Government Gazette is dispensed with. 5. That, in addition, at least 21 clear days before the separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors respectively 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 of Amalgamation and a copy of the statement required to be sent under Section 393 of the Companies Act, and the prescribed form of proxy shall be sent under certificate of posting addressed to each of the Equity Shareholders, Secured Creditors and Unsecured Creditors at their respective registered or last known address. 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 undertakes to : (a) issue notices convening the meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors respectively as per Form No 36 (Rule 73); (b) issue form of proxy as per Form No. 37 (Rule 73); (c) advertise the Notice convening meetings as per Form No. 38 (Rule 74); (d) issue statement containing particulars as per Section 393 of the Companies Act, 1956. 7. That Mr. Gulu L. Mirchandani , Chairman/ Managing Director of the Applicant Company and failing him Mr.Vijay J. Mansukhani , Managing Director of the Applicant Company shall be the Chairman of the meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors to be held on the 5th day of January, 2009 as aforesaid. 8. That the Chairman appointed for the said meetings do issue the advertisement and send out the notices of the meetings referred to above. 9. That the quorum for the said meeting of the Equity Shareholders of the Applicant Company shall be 5 (Five) members present in person. 10. That the quorum for the said meeting of the Secured Creditors of the Applicant Company shall be 2 (Two) members present in person. 11. That the quorum for the said meeting of the Unsecured Creditors of the Applicant Company shall be 2 (Two) members present in person. 12. That voting by proxy or authorised representative is permitted, provided that 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 not later than 48 hours before the meeting, as provided under Rule 70 of the Companies ( Court) Rules, 1959. 13. That the value of the shares of each member shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman of the meetings shall determine the value for the purpose of the meetings. 14. That the value of the debt of each creditor shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman of the meetings shall determine the value for the purpose of the meetings. 15. The Chairman of the meetings do report to this Hon’ble Court the result of the said meetings within 15 days of the conclusion of the said meetings and the said reports shall be verified by his affidavit. 16. The Applicant Company undertakes to serve individual notice by R.P.A.D. on all its Sundry Creditors about the date of the hearing of the Petition. The Applicant to file the Service Affidavit as per Rule 30 of the Company Court [Rules] 1959. The said undertaking is accepted. COMPANY JUDGE IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1597 OF 2008 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation between Guviso Holdings Private Limited and Mirc Electronics Limited MIRC Electronics Ltd. … Applicant MINUTES OF ORDER Dated this 5th day of December 2008 M/s. Kanga and Company, Advocates for Applicant, Readymoney Mansion, 43, Veer Nariman Road, Fort, Mumbai – 400 001.