IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.309 OF 2011 In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956 AND In the matter of the Scheme of Arrangement between Flagship Infrastructure Private Limited AND Neopro Technologies Private Limited AND Flagship Developers Private Limited AND their Respective Share holders FLAGSHIP INFRASTRUCTURE PRIVATE LIMITED, ) a Company incorporated under the Companies Act, ) 1956 and having its Registered Office at ) 101,Somnath, CTS No.988, Ram Mandir Road, ) Vile Parle (East), Mumbai – 400 057. ) ... APPLICANT Called Summons for Direction CORAM: S. J.VAZIFDAR, J DATE : 6TH MAY, 2011 Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant abovenamed by a Company Summons for Direction AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocate for the Applicant Company, AND 2 UPON reading the Affidavit dated 15th day of April, 2011 of Mr. Sanjay Kulkarni, Senior Vice President Finance of the Applicant Company and the Exhibits therein referred to, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of Flagship Infrastructure Private Limited, the Applicant Company shall be convened and held at the registered office of the Applicant Company situated at 101,Somnath, CTS No.988, Ram Mandir Road, Vile Parle (East), Mumbai – 400 057, on Saturday, the 18th June, 2011 at 11.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Flagship Infrastructure Private Limited, the Applicant/ Demerged Company and Neopro Technologies Private Limited, the First Resulting Company and Flagship Developers Private Limited, the Second Resulting Company and their Respective Shareholders. 2. That a meeting of Class ‘A’ Equity Shareholders of Flagship Infrastructure Private Limited, the Applicant Company shall be convened and held at the registered office of the Applicant Company situated at 101,Somnath, CTS No.988, Ram Mandir Road, Vile Parle (East), Mumbai – 400 057, on Saturday, the 18th June, 2011 at 11.30 a.m., or soon after the meeting of Equity Shareholders is concluded, for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between 3 Flagship Infrastructure Private Limited, the Applicant/ Demerged Company and Neopro Technologies Private Limited, the First Resulting Company and Flagship Developers Private Limited, the Second Resulting Company and their Respective Shareholders. 3. That a meeting of Class ‘B’ Equity Shareholders of Flagship Infrastructure Private Limited, the Applicant Company be shall convened and held at the registered office of the Applicant Company situated at 101,Somnath, CTS No.988, Ram Mandir Road, Vile Parle (East), Mumbai – 400 057, on Saturday, the 18th June, 2011 at 12.00 noon or soon after the meeting of Class ‘A’ Equity Shareholders is concluded, for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Flagship Infrastructure Private Limited, the Applicant/ Demerged Company and Neopro Technologies Private Limited, the First Resulting Company and Flagship Developers Private Limited, the Second Resulting Company and their Respective Shareholders. 4. That a meeting of Warrant-holders of Flagship Infrastructure Private Limited, the Applicant Company, be convened and held at the registered office of the Applicant Company situated at 101,Somnath, CTS No.988, Ram Mandir Road, Vile Parle (East), Mumbai – 400 057, on Saturday, the 18th June, 2011 at 12.30 p.m. or soon after the meeting of Class ‘B’ Equity 4 Shareholders is concluded, for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Flagship Infrastructure Private Limited, the Applicant / Demerged Company and Neopro Technologies Private Limited, the First Resulting Company and Flagship Developers Private Limited, the Second Resulting Company and their Respective Shareholders. 5. That a meeting of Unsecured Creditors of Flagship Infrastructure Private Limited, the Applicant Company, be convened and held at the registered office of the Applicant Company situated at 101,Somnath, CTS No.988, Ram Mandir Road, Vile Parle (East), Mumbai – 400 057, on Saturday, the 18th June, 2011 at 1.00 p.m. or soon after the meeting of Warrant-holders is concluded, for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Flagship Infrastructure Private Limited, the Applicant/Demerged Company and Neopro Technologies Private Limited, the First Resulting Company and Flagship Developers Private Limited, the Second Resulting Company and their Respective Shareholders. 6. That at least 21 clear days before the date appointed for the meeting, an advertisement convening the aforesaid meeting of the Equity Shareholders, Class ‘A’ Equity Shareholders, Class 5 ‘B’ Equity Shareholders, Warrant-holders and Unsecured Creditors of the Applicant Company 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 form of proxy can be obtained free of charge from the Registered office of the Applicant Company or its Advocate M/s Hemant Sethi & Co., having their office at 302 Satnam Building, 3-A Sion (West) Mumbai 400 022, be inserted once each in “The Free Press Journal ” in English language and “Maharashtra Times ”, in Marathi language, both Mumbai Edition circulating in Mumbai. The Publication in Maharashtra Government Gazette is dispensed with. 7. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the meeting of Equity Shareholders, Class ‘A’ Equity Shareholders, Class ‘B’ Equity Shareholders ,Warrant-holders and Unsecured Creditors at the place and time aforesaid together with a copy of 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 courier addressed to each of the Equity Shareholders, Class ‘A’ Equity Shareholders, Class ‘B’ Equity Shareholders Warrant-holders of the Applicant Company at their respective registered or last known addresses and to each of the Unsecured Creditors of the Applicant Company at their respective or last known address. 6 8. 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 Company undertakes to - (a) Issue Notice convening meeting of the Equity shareholders, Class ‘A’ Equity Shareholders, Class ‘B’ Equity Shareholders, Warrant-holders and Unsecured Creditors as per Form No.36 (Rule 73) of the Companies (Court) Rules, 1959. (b) Issue Form of Proxy as per Form No.37 (Rule 73) of the Companies (Court) Rules, 1959. (c) Advertise the notice convening meeting the Equity Shareholders, Class ‘A’ Equity Shareholders, Class ‘B’ Equity Shareholders , Warrant-holders and Unsecured Creditors as per Form No.38 (Rule 74) of the Companies (Court) Rules, 1959. (d) Issue Explanatory Statement containing all the particulars as per section 393 of the Companies Act, 1956. The undertaking is accepted. 9. That Mr. Shrikant Purushottam Paranjape, Director of the Applicant Company, and failing him, Mr. Shahsank Purushottam 7 Paranjape, Director of the Applicant Company, and failing him, Mr. Sunil Shamrao Patil, Director of the Applicant Company, shall be the Chairman of the meetings of the Equity Shareholders, Class ‘A’ Equity Shareholders, Class ‘B’ Equity Shareholders,Warrant-holders and Unsecured Creditors of the Applicant Company to be held on Saturday, the 18th June, 2011 or at any adjournment or adjournments thereof. 10. That the Applicant Company to issue the advertisements and sent out the notice of the meetings referred here in above as per the direction of the Chairman of the meetings. It is further directed that the Chairman of the meetings shall have all powers as per Articles of Association of the Applicant Company, the Companies Act,1956 and also under the Companies (Court) Rules,1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjourned or adjournments thereof or any other matter including the amendment/s to the Scheme of Arrangement or Resolutions, if any, proposed at the meeting by any person(s) to ascertain the decision of or the sense of the meeting by a poll. 11. That the quorum for the meeting of the Equity Shareholders shall be 3 (three) Equity Shareholders present in person. 12. That the quorum for the meeting of the Class ‘A’ Equity Shareholders shall be 3 (three) Class ‘A’ Equity Shareholders present in person. 8 13. That the quorum for the meeting of the Class ‘B’ Equity Shareholders shall be 1 (One) Class ‘B’ Equity Shareholders present in person. 14. That the quorum for the meeting of the Warrant-holders shall be 1 (One) Warrant-holder present in person. 15. That the quorum for the meeting of the Unsecured Creditors s shall be 10 (Ten) Unsecured Creditors present in person or by proxy. 16. That the voting by proxy/authorised representative is permitted, provided that proxy in prescribed form/ authorisation duly signed by the person entitled to attend and vote at the aforesaid meetings or by his authorised representative is filed with the Applicant Company at its Registered office at 101,Somnath, CTS No.988, Ram Mandir Road, Vile Parle (East), Mumbai – 400 057,not later than 48 hours before the meeting as provided under Rule 70 of the Companies (Court) Rules, 1959. 17. That the value of each of Equity Shareholders, Class ‘A’ Equity Shareholders, Class ‘B’ Equity Shareholders, Warrant-holders and Unsecured Creditors shall be in accordance with the records and register of the Applicant Company and where the entries in the records and register are disputed, the Chairman of the meeting shall determine the value for the purpose of the meeting and his decision in that behalf would be final. 9 18. That convening and holding of the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Flagship Infrastructure Private Limited, the Applicant/ Demerged Company and Neopro Technologies Private Limited, the First Resulting Company and Flagship Developers Private Limited, the Second Resulting Company and their Respective Shareholders is dispensed with in view of the averments made in paragraph 32 of the Affidavit in Support of Company Summons for Direction. The Applicant Company undertakes to obtain and to file consent of its Secured Creditors before filing the Petition. The said undertaking is accepted. 19. That in view of averments made in paragraphs 34 and 34A of the affidavit in Support of Summons for Directions, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to move a Special Resolution in the aforesaid meetings pursuant to the provisions of Section 100 of the Companies Act, 1956 for confirming reduction of its Securities Premium Account. The said undertaking is accepted. 10 20. And it is further ordered that the Chairman of the meetings to report to this Court the result of the respective meetings as aforesaid within 30 days of the conclusion of the said meetings and that the said report shall be verified by his affidavit. (S. J. VAZIFDAR, J)