1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 139 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act , 1956; AND In the matter of Scheme of Amalgamation of Particle Boards India Limited (“the Transferor Company”) with Nitco Limited ( “the Transferee Company”) and their Respective Shareholders And Creditors. NITCO LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at Nitco House, Recondo Compound, Inside Municipal Asphalt Compound, S. K. Ahire Marg, Worli, Mumbai – 400030. Called for Summons for Direction Coram: S. C. DHARMADHIKARI, J Date: 25th February, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 18th February, 2011 of Mr. Jogendra Sethi, Vice President (Finance) of the Applicant Company, in support of Summons for Direction and exhibits therein referred to, IT IS ORDERED: 2 1. That a Meeting of the Equity Shareholders of Nitco Limited, the Applicant Company, be convened and held at M.C. Ghia Hall, Bhogilal Hargovindas Building, 2nd Floor, Kala Ghoda, 18/20, K. Dubash Marg, Mumbai 400 001 on Friday, April 1 , 2011 at 11:00 am for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Particle Boards India Limited, the „Transferor Company with Nitco Limited, the Applicant/ Transferee Company and their respective shareholders and Creditors . 2. That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme of Amalgamation 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, shall be published once each in „Free Press Journal‟ in English and „Maharashtra Times‟ in Marathi, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, 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 pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 3 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 Notices 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. Vivek Talwar, Managing Director of the Applicant Company, and failing him, Mr. S K Bhardwaj , Director of the Applicant Company, and failing him, Mr. B G Borkar, Chief Financial Officer & Company Secretary of the Applicant Company and failing him Mr. Jogendra Sethi, Vice President (Finance), shall be the Chairman of the aforesaid Meeting to be held at M.C. Ghia Hall, Bhogilal Hargovindas Building, 2nd Floor, Kala Ghoda, 18/20, K. Dubash Marg, Mumbai 400 001 on Friday, April 1, 2011 at 11:00 am or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting to issue the advertisement and send out the notices of the Meeting referred to above. 4 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 8. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Nitco House, Recondo Compound, Inside Municipal Asphalt Compound, S. K. Ahire Marg, Worli, Mumbai – 400030, not later than, 48 hours before the aforesaid Meeting. 9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman of the respective meeting shall determine the value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 10. That the Chairman of the meeting to report to this Court, the results of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation of Particle Boards India Limited, the „Transferor Company with Nitco Limited, the Applicant/ Transferee Company‟) and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the 5 Petition by R.P.A.D. to all its Secured Creditors and also undertakes to publish the notice of hearing of the Petition in one issue each of „Free Press Journal‟ in English language and „Maharashtra Times‟ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of Particle Boards India Limited, the Transferor Company with Nitco Limited, the ‟Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all those Unsecured Creditors having an outstanding balance of Rs. 1,00,000/- (Rupees one lac) and above. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S.C. DHARMADHIKARI, J)