IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 373 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 read with Sections 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 having its registered office at Plot No. EL - 63, TTC Industrial Area, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 701. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 11th June, 2010 Mr. Rajesh Shah i/b M/s. 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 M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the 1 Affidavit dated 11th day of May, 2010 of Mr. B. K. Tendulkar, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That a meeting of the Equity Shareholders 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 Friday, 9th day of July, 2010 at 11.30 a.m., for the purpose of considering, and if thought fit, approving, with or 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. 2. That a 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 Friday, 9th day of July, 2010 at 12.30 p.m., for the purpose of considering, and if thought fit, approving, with or 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. 2 3. That a meeting of the Unsecured 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 Friday, 9th day of July, 2010 at 1.30 p.m., for the purpose of considering, and if thought fit, approving, with or 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. 4. That at least 21 clear days before the meetings to be held as aforesaid, an advertisement convening the said meetings, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Arrangement 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 M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, 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. 5. That in addition, at least 21 clear days before the meetings 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 Arrangement, a copy of the statement 3 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 Equity Shareholders, Secured Creditors and Unsecured Creditors at their respective registered or last known addresses. 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 Company undertakes to :- i. advertise the Notice convening meeting as per Form No. 36 (Rule 73) ii. issue Notice convening meeting of the equity shareholders, Secured Creditors and Unsecured Creditors as per Form No. 38 (Rule 74) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 7. That Dr. N. S. Paranjape, Chairman of the Applicant Company, failing him, Dr. K. K. Menon, Managing Director of the Applicant Company, failing him, Mr. B. K. Tendulkar, Director of the Applicant Company, failing him, Mr. N. P. Mahajani, Director of the Applicant Company, is appointed as the Chairman for the above meetings to be held at Plot No. EL - 63, TTC 4 Industrial Area, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 701 on Friday, the 9th day of July, 2010 at 11:30 a.m., 12:30 p.m. and 1.30 p.m. respectively or any adjournment or adjournments thereof. 8. The Chairman appointed for the meetings do issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meetings including for deciding procedural questions that may arise at the meetings or at any adjournment thereof or any other matter including amendment to the Scheme / Resolution, if any, proposed at the meetings by any person(s). 9. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 Equity Shareholders present in person. 10. 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. 11. That quorum for the aforesaid meeting of the Unsecured Creditors shall be 2 Unsecured Creditors present in person or by proxy or through authorised representative. 12. That voting by proxy/ authorised representative be permitted, provided that a 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 at Plot No. EL - 63, TTC Industrial Area, Electronics Zone, MIDC, Mahape, Navi Mumbai - 400 701, not later than 48 hours before the 5 meetings, as provided under Rule 70 of the Companies (Court) Rules, 1959. 13. That the value of the Equity Shareholders, Secured Creditors and Unsecured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 14. That the Chairman appointed for the meetings do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his affidavit. (S. J. Vazifdar, J) 6