1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 342 OF 2010 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Compulink Systems Limited; AND IN THE MATTER of Scheme of Arrangement and Amalgamation of Compulink Systems Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors. Compulink Systems Limited, a company ) incorporated under the provisions ) of the Companies Act 1956 and ) having its Registered Office at Kshitij, ) Plot no 38, Rajiv Gandhi Infotech ) Park, MIDC, Hinjewadi, Pune 411057, ) Maharashtra, India. ) … Applicant/Transferor Company 2 Called Summons for Direction Coram: S.J. VAZIFDAR, J. Dated: 11th June, 2010 Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., Advocates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 30th April, 2010 of Mr. Vishwas Mahajan, Director of the Applicant in support of Summons for Direction, IT IS ORDERED :- 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at Kshitij, Plot No. 38, Rajiv Gandhi Infotech Park, MIDC, Hinjewadi, Pune – 411057 on Tuesday, the 15th July, 2010 at 11.00 a.m., for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Arrangement and Amalgamation of Compulink Systems Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors. 3 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Arrangement and Amalgamation, copy of Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by a pre-paid letter posted under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known address. 3. That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meeting, indicating the day, the date and the place and time as aforesaid, stating that the copies of the Scheme of Arrangement and Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the registered office of the Applicant Company, be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Pune. Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That 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 4 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) advertise the Notice convening meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the Equity Shareholders as per Form No.36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 5. That Mr. Vishwas Mahajan, Director of the Applicant Company, and in his absence, Mr. Uday Kothari, Director of the Applicant Company, and in his absence, Mr. Yadunath Deshpande, Non-Executive Director of the Applicant Company shall be the Chairman of the meeting of the Equity Shareholders to be held on the 15th July, 2010 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting to issue advertisements and send out notices of the said meeting referred to above. It is further 5 directed that the Chairman of the meeting shall have all powers under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjourned or adjournments thereof or on any other matter including the amendment/s to the Scheme of Arrangement and Amalgamation if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of Equity Shareholders shall be 5 (five) Equity Shareholders of the Applicant Company present in person. 8. That the voting by proxy/authorized representative is permitted provided that proxy in the prescribed form/authorisation and duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at Kshitij, Plot No. 38, Rajiv Gandhi Infotech Park, MIDC, Hinjewadi, Pune – 411057 not later than 48 hours before the said meeting, as required under Rule 70 of the Company (Court) Rules, 1959. 9. That the number of the shares of each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the 6 Register are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting and his decision in that behalf would be final. 10. The Chairman to report the result of the meeting within 30 days from the date of the meeting and the said report shall be verified by his Affidavit. 11. That convening and holding the meeting of the Secured Creditor of the Applicant Company, for the purpose of considering and if thought fit, approving with or without modification(s), the Scheme of Arrangement and Amalgamation of Compulink Systems Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors is dispensed with, in view of the Consent Letter given by the Secured Creditor of the Applicant Company which is annexed as Exhibit “C” to the Affidavit in support of Summons for Direction. 12. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement and Amalgamation of Compulink Systems Limited with Glodyne Technoserve Limited and their respective Shareholders and Creditors is dispensed with in 7 view of the averment made in paragraph 23 of the Affidavit in support of Summons for Direction. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The said Undertaking is accepted. 13. Certified copy of this Order is expedited. (S.J. VAZIFDAR, J.)