1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICANTION NO. 359 OF 2010 IN COMPANY SUMMONS FOR DIRECTION NO. 373 OF 2010. In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 read with Section 100 to 105 of the Companies Act, 1956; -And- In the matter of Scheme of Arrangement between MAESTROS MEDILINE SYSTEMS LIMITED and MAESTROS ELECTRONICS & TELECOMMUNICATIONS SYSTEMS LIMITED and MMS INFRASTRUCTURE LIMITED MAESTROS MEDILINE SYSTEMS LIMITED, a company incorporated under the Companies Act, 1956, and having its registered office at EL - 63, TTC Industrial Area, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 701. ) ) ) ) ) … Applicant Company. Called for Direction Coram: S. J. Vazifdar, J Date: 23rd July, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant 2 MINUTES OF THE ORDER IT IS ORDERED:- 1. That pursuant to the order dated 11th June, 2010 passed by this Hon’ble Court, the Applicant Company was directed that meetings of the Equity Shareholders Secured Creditors and Unsecured Creditors of MAESTROS MEDILINE SYSTEMS LIMITED, the Applicant / Transferee Company, be convened and held at Plot No. EL - 63, TTC Industrial Area, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 701, on Friday, 9th day of July, 2010 at 11.30 a.m.,12.30 p.m. and 1.30 p.m. respectively, for the purpose of considering and if thought fit, approving, with or without modification the Scheme of Arrangement between MAESTROS MEDILINE SYSTEMS LIMITED, the Applicant / Transferor Company and MAESTROS ELECTRONICS & TELECOMMUNICATIONS SYSTEMS LIMITED, the First Transferee Company and MMS INFRASTRUCTURE LIMITED, the Second Transferee Company. 2. That in view of the averment made in paragraphs 5 and 6 of the affidavit in support of Judge's summons dated 19th July, 2010 of Mr. B. K. Tendulkar, Director of the Applicant Company, a fresh meeting of the Secured Creditors of MAESTROS MEDILINE SYSTEMS LIMITED, the Applicant / Transferor Company, be convened and held at their Corporate office at Plot No. EL - 63, TTC Industrial Area, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 701, on Monday, 16th day of August, 2010 at 12:30 p.m., for the purpose of considering, and if thought fit, approving, with or 3 without modification, the Arrangement embodied in the Scheme of Arrangement between MAESTROS MEDILINE SYSTEMS LIMITED, the Applicant / Transferor Company and MAESTROS ELECTRONICS & TELECOMMUNICATIONS SYSTEMS LIMITED, the First Transferee Company and MMS INFRASTRUCTURE LIMITED, the Second Transferee Company. 3. That at least 10 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting shall be published once each in ‘The Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed with. 4. That in addition, at least 10 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 Scheme of Arrangement, 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 post Under Certificate of Posting addressed to each of the Secured Creditors at their respective registered or last known addresses 5. That quorum for the aforesaid meeting of the Secured Creditors shall be 2 Secured Creditors present in person or by proxy or through authorised representative. In case the quorum is not present at the meeting, then the meeting should be adjourned by half an hour and thereafter the person present and voting shall be deemed to constitute the quorum. 4 6. That the Chairman appointed for the meetings do report of the all Meetings to this Court the result of the said meetings within 30 days of the conclusion of the meeting of Secured Creditor and the said report shall be verified by his affidavit. 7. That quorum for the aforesaid meeting of the Secured Creditors shall be 2 Secured Creditors present in person or by proxy or through authorised representative. In case the quorum is not present at the meeting, then the meeting should be adjourned by half an hour and thereafter the person present and voting shall be deemed to constitute the quorum. 8. That except paragraph 2, 4, 5, 10 and 14 the rest of the order dated 11th June, 2010 will remain unchanged. ( S. J. Vazifdar, J. )