IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 763 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited (the Transferor Company) AND Peninsula Land Limited (the Transferee Company) AND their respective Shareholders and Creditors PENINSULA LAND LIMITED, a Company incorporated under the provisions of the Act No. 10 of 1866 and having its registered office at Peninsula Spenta, Mathuradas Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013. ) ) ) ) ) ) ) ) ) ……..Applicant Company 2 Called Summons for Direction Coram: S. J. Vazifdar, J. Date: 26th November, 2010 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocates for the Applicant. 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 M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 19th November, 2010 and further Affidavit dated of 25th November, 2010 of Mr. Shardul Doshi, Constituted Power of Attorney holder of Ms. Urvi A Piramal, Executive Chairperson of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of Peninsula Land Limited, the Applicant Company, be convened and held at Walchand Hirachand Hall at Indian Merchants’ Chambers Building, 3 Churchgate, Mumbai- 400 020 on Wednesday, the 5th day of January, 2011 at 3.00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited, the Transferor Company and Peninsula Land Limited , the 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, date and time aforesaid and stating that copies of the Scheme of Amalgamation and Arrangement and 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 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. The publication of notice in the Government Gazette is dispensed with. 4 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, date and time aforesaid, together with a copy of the Scheme of Amalgamation and Arrangement, a copy of the statement required to be sent under Section 393 of the Act 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. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice and the Statement required to be furnished pursuant to Section 393 of the Act 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; 5 iii. issue Form of Proxy as per Form No.37 (Rule 73) and iv. advertise the Notice convening meeting as per Form No.38 (Rule 74) The undertaking is accepted. 5. That Ms. Urvi A. Piramal, Executive Chairperson of the Applicant Company, and failing her, Mr. Rajeev A. Piramal, Executive Vice Chairman of the Applicant Company, and failing him, Mr. Mahesh S Gupta, Group Managing Director of the Applicant Company, and failing him, Mr. Rajesh Jaggi, Managing Director of the Applicant Company,shall be the Chairman of the aforesaid Meeting to be held at Indian Merchants Chambers Building, Churchgate, Mumbai- 400 020 on Wednesday, the 5th day of January, 2011 at 3.00 p.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 6 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders of the Applicant Company 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 Peninsula Spenta, Mathuradas Millls Compound, Senapati Bapat Marg, Lower Parel, Mumbai 4000013, 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 shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 10.That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 7 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 and Arrangement of Topstar Mercantile Private Limited, the Transferor Company, and Peninsula Land 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 the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all its Secured Creditors and also 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 arrangement embodied in the Scheme of Amalgamation and Arrangement of Topstar Mercantile Private Limited, the Transferor Company and Peninsula Land Limited, the Transferee 8 Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 19 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all its Unsecured Creditors. 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. 13. That in view of the averments made in paragraph 4 of the further 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 creditors of the Applicant Company, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The 9 Applicant has given an undertaking to pass a Special Resolution u/s 100 of the Companies Act, 1956, before filing the Company Scheme Petition. The said undertaking is accepted. (S. J. Vazifdar , J)