1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 141 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Bang Overseas Limited (“the Demerged Company”) and Thomas Scott (India) Limited (“the Resulting Company”) and Their Respective Shareholders. THOMAS SCOTT (INDIA) LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 50, Kewal Industrial Estate, Senapati Bapat Marg, Lower Parel(West),Mumbai–400013. ) ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S.C.Dharmadhikari, J. Date: 25th February, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for Applicant 2 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th day of February, 2011 of Ms. Kavita Lunawat, Authorised Signatory of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Thomas Scott (India) Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Bang Overseas Limited, “the Demerged Company” and Thomas Scott (India) Limited, the Applicant / Resulting Company and their respective shareholders, is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company which are annexed as Exhibit ‘H1’ to ‘H7’ to the Affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of Thomas Scott (India) Limited, the Applicant Company, as stated in paragraph 16 of the Affidavit, in support of the Summons for Direction, hence, 3 the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Thomas Scott (India) Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Bang Overseas Limited, the Demerged Company and Thomas Scott (India) Limited, the Applicant / the Resulting Company and their respective shareholders, is dispensed with in view of the consents given by both the Unsecured Creditors which are annexed as Exhibits ‘I1’ and ‘I2’ to the Affidavit in support of the Summons for Direction. 4. That the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction stating that the reduction in Share Capital Account shall be effected as a part of the Scheme of Arrangement only and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, and that the interests of the creditors of the Applicant Company are not affected by such reduction. The Applicant 4 Company undertakes to a pass Special Resolution in the Extra Ordinary General meeting of its Equity Shareholders for reduction in Share Capital Account under Section 100 of the Companies Act, 1956 before filing the Company Scheme Petition for sanctioning the Scheme. The undertaking is accepted. (S.C. Dharmadhikari, J.)