IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.845 OF 2009 In the matter of : The Companies Act, 1956 (1 of 1956); And In the matter of : Sections 391(1) to 393 of the Companies Act, 1956; And In the matter of : Scheme of Compromise between Lloyds Finance Limited and its Public Issue Debenture Holders (15% Secured Redeemable Non- Convertible Debenture Holders); Lloyds Finance Limited, a Company incorporated under the Companies Act, 1956, having its registered office at Viraj Impex House, 2nd Floor, 47, P.D’Mello Road, Masjid (East), Mumbai – 400 009. … …Applicant CALLED SUMMONS FOR DIRECTIONS Coram : S. J. Kathawalla, J. Date: 14th August, 2009 1 Mr. Janak Dwarkadas, Senior Counsel with Mr. Zal Andhyarujina, Counsel and Mohan G. Salian, Mr. G.T. Mestha, Ms Prashanti Rao, i/b Gagrats, Advocates for the Applicant. Mr. Sachin Chandrama i/b M. K. Ambalal & Co. for I.C.I.C.I. Bank Ltd. – Objector. Mr. Cyrus Ardeshir a/w Mr. Amey Nabar i/b Hariani & Co. for Special Committee. MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by the Summons for Directions AND UPON HEARING Mr. Janak Dwarkadas, Senior Counsel with Mr. Zal Andhyarujina, Counsel and Mohan G. Salian, Mr. G. T. Mestha, Ms Prashanti Rao, i/b Gagrats, Advocates for the Applicant Company AND UPON READING the Affidavit dated 23rd July, 2009 of Mr. Pankaj R. Desai, the Managing Director, in support of Summons for Directions alongwith the Exhibits therein referred to; IT IS ORDERED:- 1. That four separate Meetings of the Public Issue Debenture Holders, viz:- (a) Class ‘A’ – category of Public Issue Debenture Holders holding upto 100 - 15% Redeemable Debentures of Rs.120/- each, of the Applicant, shall be convened and held at ‘Centrum’, 1st Floor, Centre No.1, World Trade Centre, Cuffe Parade, Mumbai-400 005 on Tuesday, the 22nd day of September 2009 at 11.30 a.m.; 2 (b) Class ‘B’ – category of Public Issue Debenture Holders holding between 101 to 1000 – 15% Redeemable Debentures of Rs.120/- each of the Applicant, shall be convened and held at ‘Seminar I and II’, 31st Floor, Centre No.1, World Trade Centre, Cuffe Parade, Mumbai-400 005 on Wednesday, the 23rd day of September 2009 at 11.30 a.m. ; (c) Class ‘C’ – category of Public Issue Debenture Holders holding between 1001 to 20000 – 15% Redeemable Debentures of Rs.120/- each of the Applicant, shall be convened and held at ‘Seminar II’, 31st Floor, Centre No.1, World Trade Centre, Cuffe Parade, Mumbai-400 005 on Thursday, the 24th day of September 2009 at 11.30 a.m. ; and (d) Class ‘D’ – category of Public Issue Debenture Holders holding 20001 and above – 15% Redeemable Debentures of Rs.120/- each of the Applicant, shall be convened and held at ‘Seminar II’, 31st Floor, Centre No.1, World Trade Centre, Cuffe Parade, Mumbai 400 005 on Friday, the 25th day of September 2009 at 11.30 a.m; for the purpose of considering and, if thought fit, approving with or without modification(s), the Scheme of Compromise of Lloyds Finance Limited with its Public Issue Debenture Holders. 2. That at least 21 clear days before the date of the aforesaid four respective meetings to be held as aforesaid, an advertisement 3 convening the said meetings indicating the day, the date, the place and time aforesaid stating that copies of the Scheme, Notice, the Explanatory Statement required to be furnished pursuant to section 393 of the Companies Act, 1956 and Forms of Proxy can be obtained free of charge at the Registered Office of the Applicant, be published once each in “Free Press Journal” in English and in “Maharashtra Times” in Marathi newspapers. The publication of the advertisement in the Maharashtra Government Gazette is dispensed with. 3. That, in addition, at least 21 clear days before the date of the aforesaid four respective meetings to be held as aforesaid, a notice convening the four respective meetings, indicating the day, the date, the place and time aforesaid, together with a copy of the said Scheme, a copy of the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed Form of Proxy, shall be sent by pre-paid letter under Certificate of Posting addressed to each of the Public Issue Debenture Holders (15% Secured Redeemable Non- Convertible Debenture Holders) of the Applicant at their respective registered or last known addresses. 4 4. That the settling and approving of the form of advertisement, Form of proxy, the form of notice, the Explanatory 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) advertise the Notice convening meetings as per Form No.38 (Rule 74); b) issue Statement containing all the particulars as per Section 393 and other applicable provisions, if any, of the Companies Act, 1956; c) issue Form of Proxy as per Form No.37; d) Issue Notice convening meeting as per Form No.36 (Rule 73). The undertaking is accepted. 5. That Hon’ble Mr. Justice R.G. Sindhkar (Retd.), the former Judge of this Court, and failing him, Mr. Suhas S. Barve, Secretary to the Special Committee of the Applicant, and failing him, Mr. Pankaj R. Desai, the Managing Director of the Applicant, shall be the Chairman of the 5 aforesaid four meetings of the Public Issue Debenture Holders (15% Secured Redeemable Non-Convertible Debenture Holders) of the Applicant to be held on Tuesday, the 22nd day of September 2009 at 11.30 a.m., Wednesday, the 23rd day of September 2009 at 11.30 a.m., Thursday, the 24th day of September 2009 at 11.30 a.m. and Friday, the 25th day of September 2009 at 11.30 a.m., respectively and in respect of any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid four meetings do issue advertisement and send out notices of the aforesaid meetings referred to above. The Chairman is free to avail the services of the Applicant or any agency for carrying out the said directions. It is further directed, that the Chairman of the meetings shall have all powers under the Articles of Association of the Applicant and the under the Companies (Court) Rules 1959 in relation to the conduct of the meetings including an amendment to the Scheme or Resolution, if any, proposed at the meetings by any person(s) and to ascertain the decision of the meetings on a poll. 7. That the quorum for the aforesaid meetings of the Public Issue Debenture Holders (15% Secured Redeemable Non-Convertible Debenture Holders) shall be 5 (five) Debenture Holders of each Class 6 i.e. Class A, Class B and Class C on which the Principal amount is due to the Public Issue Debenture Holders, each present in person or proxy or through authorized representative. 8. That the quorum for the meeting in respect of Class D of the Public Issue Debenture Holders shall be 1 (one) Debenture Holder present in person or proxy or through authorized representative. 9. That voting by proxy/authorised representative is permitted, provided that the Proxy/Authorised representation in the prescribed form duly signed by the person entitled to attend and vote at the aforesaid meetings or by his authorised representative, is filed with the Applicant at its Registered Office at Viraj Impex House, 2nd Floor, 47, P.D. Mello Road, Masjid (East), Mumbai 400 009, not later than 48 hours before the said respective meetings as per Rule 70 of Company (Court) Rules, 1959. 10. That the value or number of Debentures of each Public Issue Debenture Holders (15% Secured Redeemable Non-Convertible Debenture Holders) shall be in accordance with the records or registers of the Applicant. 7 11. That the Chairman shall report to this Court, the result of the said meetings within 14 days of the conclusion of the meetings and the said report shall be verified by his Affidavit. 12. In view of the averments made in paragraph 38 of the Affidavit of Mr. Pankaj Desai dated 23-07-2009 in support of Summons for Directions, the convening and holding of the meetings of the shareholders and the creditors of the Applicant is hereby dispensed with. 13. Certified copy be expedited. COMPANY JUDGE 8