1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 384 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Dynacons Systems & Solutions Limited, And In the matter of the Scheme of Arrangement between Dynacons Systems & Solutions Limited and Dynacons Technologies Limited Dynacons Systems & Solutions Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 78, Ratnajyot Industrial Estate, Irla Lane, Vile Parle (W), Mumbai – 400056, Maharashtra, India ) ) ) ) ) …….Applicant Company Called Summons for Direction CORAM: S.J. Vajifdar J Dated : 25th June 2010 Mr. Ashish Kamat i/b M/s Crawford Bayley & Co, Advocate for Applicant Company. 2 MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. Advocates, for the Applicant and UPON reading the Affidavit dated 10th day of June, 2010 of Mr. Dharmesh Anjaria, Director of the Applicant Company, in support of the Summons for Direction, IT IS ORDERED -: 1. That a meeting of the Equity Shareholders of above company shall be convened and held at Karl Residency, 36, Lallubhai Park Road, Andheri (West), Mumbai – 400056, Maharashtra on Wednesday, the 28th day of July, 2010 at 12 o’clock for the purpose of considering, and if thought fit, approving, with or without modifications, the arrangement between Dynacons Systems & Solutions Limited and Dynacons Technologies Limited 2. That at least 21 clear days before the day appointed for the meeting as aforesaid, an advertisement convening the same and stating that copies of the said Scheme of Arrangement and of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed form of proxy can be obtained free of charge at the registered office of the Applicant or at the office of its advocate, be published once each in “Free Press Journal” in English language and in “Maharashtra Times” in Marathi Edition having circulation in Mumbai. 3. That, in addition at least 21 clear days before the said meeting to be held as aforesaid, notice convening the meeting, the place and time aforesaid 3 together with a copy of the said arrangement as embodied in the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent by prepaid letter post under certificate of posting addressed to each of the Equity Shareholders of the Applicant at their respective registered or the last known addresses. 4. 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 to this Court is dispensed with. The Applicant undertakes to : (a) issue Notice convening meeting of the shareholders as per Form 36 (Rule 73) (b) issue Form of Proxy as per Form No. 37 (Rule 73) (c) advertise the Notice convening meeting as per Form 38 (Rule 74) (d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956 The undertaking is accepted 5. That Shri. Shirish M. Anjaria, Managing Director of the Company, failing him, Shri. Parag J. Dalal, Executive Director, failing him Shri. Dharmesh Anjaria, Executive Director, shall be the Chairman of the meeting of the Equity Shareholders to be held on Wednesday, the 28th day of July, 2010 at Karl Residency, 36, Lallubhai Park Road, Andheri (West), Mumbai – 400056, Maharashtra at 12 o’clock as aforesaid. 6. That the Chairman appointed for the meeting do issue the advertisement and send out notice of the meeting referred to above. 4 7. That the quorum of aforesaid meeting shall be five Equity Shareholders present in person. 8. That voting by proxy / authorised representative be permitted provided that the proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting as aforesaid is filed with the Applicant at its registered office at 78, Ratnajyot Industrial Estate, Irla Lane, Vile Parle (W), Mumbai – 400056, Maharashtra, India, not later than 48 hours before the meeting as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the each member shall be in accordance with the books of the Company, and where the entries in the books are disputed, the Chairman shall determine the value for the purposes for the meeting 10. And it is further ordered that the Chairman do report to this Court the result of the said meeting as aforesaid within thirty days of the conclusion of the meeting and that the said report shall be verified by his affidavit 11. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, the arrangement embodied in the Scheme of Arrangement between Dynacons Systems & Solutions Limited and Dynacons Technologies Limited is dispensed with, in view of the consents in writing given by all the Secured Creditors of the Applicant Company, which are annexed as Exhibits “B-1 to “B-4” to the Affidavit in support of the Summons for Direction. 5 12. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, the arrangement embodied in the Scheme of Arrangement between Dynacons Systems & Solutions Limited and Dynacons Technologies Limited is dispensed with, in view of the consents in writing given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “C-1” to “C-33” to the Affidavit in support of the Summons for Direction. (S.J. Vazifdar, J)