IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 669 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of SKOL Breweries Limited [CIN: U65990MH1988PLC049687]; And In the matter of Scheme of Arrangement between SABMiller Breweries Private Limited and SKOL Breweries Limited and their respective shareholders and creditors. SKOL Breweries Limited [CIN: U65990MH1988PLC049687] a company incorporated under the Companies Act, 1956 having its registered office at Solitaire Corporate Park 10, Unit No. 1021, 2nd Floor, Survey No. 131-A, Chakala, Andheri –Kurla Road, Andheri (East), Mumbai – 400093, Maharashtra. ) ) ) ) ) ) ) …Applicant Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date : 18th November, 2011 Ms. Sowmya Srikrishna with Mr. Tapan Deshpande, Advocates i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for Applicant Company. MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by Summons for Direction and upon hearing Ms. Sowmya Srikrishna, Counsel instructed by 2 Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company AND UPON READING the Affidavit dated 21st October, 2011 of Mr. Sridhar S., the Company Secretary of the Applicant Company, in support of the Company Summons for Direction and the Exhibits referred therein, IT IS ORDERED THAT: (1) That a meeting of the Equity Shareholders of the Applicant Company be convened and held at M. C. Ghia Hall, Bhogilal Hargovidas Building, 2nd Floor, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai – 400 001, on Friday, the 23rd day of December, 2011 at 11:00 a.m. (1100 hours), for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Arrangement between SABMiller Breweries Private Limited and SKOL Breweries Limited and their respective shareholders and creditors. (2) That at least 21 clear days before the meeting is to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Arrangement, a copy of the Explanatory Statement, required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent by Courier or Registered Post Acknowledgement Due (R.P.A.D.), addressed to each of the Equity Shareholders, at their respective registered or last known address. (3) That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date and the place and time as aforesaid respectively be published, once each in Free Press Journal 3 (Mumbai edition) in English language and in Maharashtra Times (Mumbai edition) in Marathi language, stating that copies of the Scheme of Arrangement, 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 at the Registered Office of the Applicant Company. (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 of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notice convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. (5) That Mr. Paolo Lanzarotti, the Managing Director of the Applicant Company and in his absence, Mr. Paul D’Silva, the Chief Finance Officer of the Applicant Company and in his absence, Mr. Gobind Chandiramani, the Vice President-Legal of the Applicant Company, shall be the Chairman of the meeting of the Equity Shareholders of the Applicant Company to be held at M. C. Ghia Hall, Bhogilal Hargovidas Building, 2nd Floor, 18/20, K. Dubash Marg, Kala Ghoda, Mumbai – 400 001, on Friday, the 23rd day of December, 4 2011 at 11:00 a.m. (1100 hours), or at any adjournment or adjournments thereof. (6) That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. (7) That the quorum for the meeting of the Equity Shareholders of the Applicant Company shall be 5 (Five) Equity Shareholders of the Applicant Company, present in person. (8) That voting by proxy/authorized representative is permitted provided that the proxy in the prescribed form/authorization 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 Solitaire Corporate Park 10, Unit No. 1021, 2nd Floor, Survey No. 131-A, Chakala, Andheri –Kurla Road, Andheri (East), Mumbai – 400093, Maharashtra, forty-eight (48) hours before the date of the meeting, as provided under Rule 70 of Companies (Court) Rules, 1959. (9) That the number of the equity shares of the Equity Shareholders, shall be in accordance with the records or registers of the Applicant Company and where the entries in the records or registers are disputed, the Chairman of the meeting shall determine the value or number as the case may be for the purposes of the meeting and his decision in that behalf would be final. (10) That the Chairman 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. 5 (11) That convening and holding the meeting of the Unsecured Creditors of the Applicant Company to seek their approval to the proposed Scheme of Arrangement between SABMiller Breweries Private Limited and SKOL Breweries Limited and their respective shareholders and creditors, is dispensed with, in view of the averments made in paragraph 21 of the Affidavit in support. The Applicant Company has undertaken to give individual notice of hearing of the Petition by Registered Post Acknowledgement Due (R.P.A.D.), only to its Unsecured Creditors whose outstanding is Rs.10,00,000/- (Rs. Ten lakhs) and above. The Applicant Company also undertakes to publish notice of date of hearing of the Company Scheme Petition, once each in Free Press Journal (Mumbai edition) in English language and in Maharashtra Times (Mumbai edition) in Marathi language. The Undertakings are accepted. (12) There are no Secured Creditors of the Applicant Company as stated in paragraph 20 of the Affidavit in support of the Company Summons Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S. C. Dharmadhikari, J.)