1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 692 OF 2011. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 read with Sections 78 and 100 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between RAGINI TRADING & INVESTMENTS LIMITED and PARISHRAM PROPERTIES PRIVATE LIMITED and SHREE GLOBAL TRADEFIN LIMITED and PRAGYA REALTY DEVELOPERS PRIVATE LIMITED and Their Respective Shareholders & Creditors. SHREE GLOBAL TRADEFIN LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 35, Ashok Chambers, Broach Street, Devji Ratansey Marg, Masjid Bunder, Mumbai – 400 009, Maharashtra. ) ) ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 25th November, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 11th day of November, 2011 of Mr. Y S Vasudevan, Director of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 2 1. That a meeting of the Equity Shareholders of SHREE GLOBAL TRADEFIN LIMITED, “the Applicant/ Transferee Company” be convened and held at 'Orchid', 1st Floor, Centre 1, Cuffe Parade, Mumbai-400005 on Tuesday the 20th day of December, 2011 at 10.00 a.m., for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between RAGINI TRADING & INVESTMENTS LIMITED, the First Transferor / First Demerged Company and PARISHRAM PROPERTIES PRIVATE LIMITED, Second Transferor / Second Demerged Company and SHREE GLOBAL TRADEFIN LIMITED, the Applicant / the Transferee / Third Demerged Company and PRAGYA REALTY DEVELOPERS PRIVATE LIMITED, the Resulting Company. 2. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the proposed 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 M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published once each in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed with. 3 3. That, in addition, at least 21 clear days before the meeting 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 and the prescribed form of proxy, shall be sent by courier addressed to each of the Equity Shareholders at their respective registered or last known addresses. 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 Re- gistrar of this Court is dispensed with. The Applicant Company undertakes to:- i. advertise the Notice convening meeting as per Form No. 36 (Rule 73) ii. issue Notice convening meeting of the Equity Shareholders as per Form No. 38 (Rule 74) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 5. That Mr. Mr. Y. S. Vasudevan, Director of the Applicant Company, failing him, Mr. N. K. Mohan, Director of the Applicant Company is appointed as the Chairman for the above meeting of Equity Shareholders to be held at 'Orchid', 1st Floor, Centre 1, Cuffe Parade, Mumbai-400005 on Tuesday the 20th day of December, 2011 at 10.00 a.m. or any adjournment or adjournments thereof. 4 6. The Chairman appointed for the meeting to issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers un- der the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for decid- ing procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meeting by any person(s). 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 / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at 35, Ashok Chambers, Broach Street, Devji Ratansey Marg, Masjid Bunder, Mumbai – 400 009, Maharashtra not later than 48 hours be- fore the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the Equity Shareholders shall be in accordance with the books of the Applicant Company and where the entries in the books are dis- puted, the Chairman shall determine the value for the purpose of the meeting. 10. That the Chairman appointed for the meeting to 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 the convening and holding the meeting of the Preference Shareholders of the Applicant Company to consider and approve the proposed Scheme of Ar- rangement between RAGINI TRADING & INVESTMENTS LIMITED, the First Transferor / First Demerged Company and PARISHRAM PROPER- TIES PRIVATE LIMITED, the Second Transferor / Second Demerged Com- pany and SHREE GLOBAL TRADEFIN LIMITED, the Applicant / Third Demerged Company and PRAGYA REALTY DEVELOPERS PRIVATE LIMITED, the Resulting Company is dispensed with in view of the consents given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibit “C-1” to “C-14” to the affidavit in support of the Sum- mons for Direction 12. That there are no Secured Creditors of the Applicant Company as stated in paragraph 30 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 13. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between RAGINI TRADING & INVESTMENTS LIMITED, the First Transferor / First Demerged Company and PARISHRAM PROPERTIES PRIVATE LIMITED, Second Transferor / Second Demerged Company and SHREE GLOBAL TRADEFIN LIMITED, the Applicant / Transferee / Third Demerged Company and PRAGYA REALTY DEVELOPERS PRIVATE LIMITED, the Resulting Company is dispensed 6 with in view of the consents given by the Unsecured Creditors of the Applicant Company, which are annexed as Exhibit “D-4” to “D-15” to the affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Three Unsecured Creditors whose consent has been signed by the Authorised Signatory being Exhibit “D-1” to “D-3” which is under office objection and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 14. That the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 28 of the Affidavit in support of the Summons for Direction stating that the reduction of the Share Capital shall be effected as an integral part of the Scheme 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 it also does not involve any compromise or arrangement with any credit- ors of the Applicant Company. The Applicant undertakes to place Separate Special Resolution for approval of the Equity Shareholders of the Applicant Company in the Meeting which is proposed to be convened on the 20th day of December, 2011 for approval of the Scheme of Amalgamation. The Applicant Company further undertakes to annex a copy of the Special Resolution to the Company Scheme Petition. The said undertaking is accepted. (S. C. Dharmadhikari, J.)