1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.380 OF 2009 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 to 394 read with Section 78 and Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Security Equipment Manufacturers Limited and Gunnebo India Limited and their respective shareholders Gunnebo India Limited, a Company incorporated under } the provisions of the Indian Companies Act, 1913 having } its registered office at Lake City Mall, ‘A’, 4th Floor, } Kapurbawdi Junction, Majiwade, Thane (West) – 400 607, } Maharashtra } ….. Applicant Company Called for Summons for Directions Coram: S.J. Vazifdar J Date : 3rd April 2009 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF ORDER 0.0.0.0.0.1 UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. 2 Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of March, 2009 of Mr. Rohit Karulkar, Company Secretary of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a meeting of the ‘Specified Equity Shareholders’ of the Applicant Company shall be convened and held at its Registered office at Gunnebo India Limited, Lake City Mall, ‘A’, 4th Floor, Kapurbawdi Junction, Majiwade, Thane (West) – 400 607, Maharashtra on 29th day of April 2009 at 10.00 AM for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Security Equipment Manufacturers Limited, the Transferor Company and Gunnebo India Limited, the Applicant/Transferee Company and their respective shareholders. 2. That meeting of ‘Equity Shareholders (other than Specified Equity Shareholders) of the Applicant Company shall be convened and held at its Registered Office at Gunnebo India Limited, Lake City Mall, ‘A’, 4th Floor, Kapurbawdi Junction, Majiwade, Thane (West) 400 607, Maharashtra on 29th day of April 2009 at 11.30 AM or soon after the conclusion of meeting of ‘Specified Equity Shareholders’ for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Security Equipment Manufacturers Limited, the Transferor Company and 3 Gunnebo India Limited, the Applicant/Transferee Company and their respective shareholders. 3. That at least 21 days before the meetings to be held as aforesaid, notice convening the said meetings, indicating the day, the date, the place and time as aforesaid, together with a copy of the Scheme of Arrangement, copy of Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by a pre-paid letter posted under certificate of posting, addressed to each of the ‘Specified Equity Shareholders’ and ‘Equity Shareholders (other than Specified Equity Shareholders)’ of the Applicant Company at their last known address. 4. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meetings indicating the day, the date and the place and time as aforesaid be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi (both Mumbai Edition) stating that the copies of the Scheme of Arrangement, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the Registered Office of the Applicant Company and/or its Advocates Hemant Sethi & Co. having their Office at 302 Satnam Building, 3A Sion West, Mumbai 400022. 4 5. That 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 Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:- (a) advertise the Notice convening meeting as per Form No.38 (Rule 74); (b) issue Notice convening meeting of the equity shareholders as per Form No.36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No.37 (Rule 73). The Undertaking is accepted. 6. That Mr. Nicholas J Roberts, Managing Director of the Applicant Company and failing him Mr. Milind Kothari, also a Director of Applicant Company shall be the Chairman of the meetings of the Specified Equity Shareholders’ and ‘Equity Shareholders (other than Specified Shareholders)’ to be held on 29th day of April 2009 or at any adjournment or adjournments thereof. 7. That the Chairman appointed for the aforesaid meetings do issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers under the Companies (Court) Rules, 1959 in 5 relation to the conduct of the meetings including for deciding any procedural questions that may arise at the meetings or at any adjournment or adjournments thereof or on any other matter including the amendment/s to the Scheme or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting by a poll. 8. That the quorum for the meeting of ‘Specified Equity Shareholders’ shall be 5 (Five) ‘Specified Equity Shareholders’ present in person. 9. That the quorum for the meeting of ‘Equity Shareholders (other than Specified Equity Shareholders)’ shall be 1 (one) Equity Shareholder (other than Specified Equity Shareholders) present in person. 10. That the voting by proxy or Authorised Representative is permitted, provided that proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meetings is filed with the Applicant Company at its Registered office at Gunnebo India Limited, Lake City Mall, ‘A’, 4th Floor, Kapurbawdi Junction, Majiwade, Thane (West) – 400 607, Maharashtra not later than 48 hours before the said meeting as provided under Rule 70 of the Companies (Court) Rules 1959. 11. That the number of the shares or value of each shareholder, as the case may be, shall be in accordance with the record or register of the Applicant Company and where the entries in the records or register are disputed, the Chairman of the meeting shall determine 6 the value or number for the purposes of the meeting and his decision in that behalf would be final. 12. That the convening and holding of the meeting of sole 7% Fully Convertible Cumulative Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s) the Arrangement embodied in the Scheme of Arrangement between Security Equipment Manufacturers Limited, “the Transferor Company” and Gunnebo India Limited, “the Applicant/Transferee Company” and their respective shareholders is dispensed with in view of consent given by sole 7% Fully Convertible Cumulative Preference Shareholder which is annexed as Exhibit ‘G’ to the affidavit in support of the Summons for Directions. 13. That the convening and holding of the meeting of sole 9% Redeemable Cumulative Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s) the Arrangement embodied in the Scheme of Arrangement between Security Equipment Manufacturers Limited, “the Transferor Company” and Gunnebo India Limited, “the Applicant/Transferee Company” and their respective shareholders is dispensed with in view of consent given by sole 9% Redeemable Cumulative Preference Shareholder which is annexed as Exhibit ‘H’ to the affidavit in support of the Summons for Directions. 14. That the convening and holding of the meeting of sole 14% Redeemable Cumulative Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving 7 with or without modification(s) the Arrangement embodied in the Scheme of Arrangement between Security Equipment Manufacturers Limited, “the Transferor Company” and Gunnebo India Limited, “the Applicant/Transferee Company” and their respective shareholders is dispensed with in view of consent given by sole 14% Redeemable Cumulative Preference Shareholder which is annexed as Exhibit ‘I’ to the affidavit in support of the Summons for Directions. 15. That the convening and holding of the meeting of sole 13% Redeemable Cumulative Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s) the Arrangement embodied in the Scheme of Arrangement between Security Equipment Manufacturers Limited, “the Transferor Company” and Gunnebo India Limited, “the Applicant/Transferee Company” and their respective shareholders is dispensed with in view of consent given by sole 13% Redeemable Cumulative Preference Shareholder which is annexed as Exhibit ‘ J’ to the affidavit in support of the Summons for Directions. 16. That the convening and holding of the meeting of sole 13% Redeemable Cumulative Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s) the Arrangement embodied in the Scheme of Arrangement between Security Equipment Manufacturers Limited, “the Transferor Company” and Gunnebo India Limited, “the Applicant/Transferee Company” and their respective shareholders is dispensed with in view of consent given by Sole 13% Redeemable 8 Cumulative Preference Shareholder which is annexed as Exhibit ‘K’ to the affidavit in support of the Summons for Directions. 17. There are no Secured Creditors in the Applicant Company as mentioned in paragraph twenty seven of affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 18. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modification(s) the Arrangement embodied in the Scheme of Arrangement between Security Equipment Manufacturers Limited, “the Transferor Company” and Gunnebo India Limited, “the Applicant/Transferee Company” and their respective shareholders is dispensed with in view of averments made in paragraph twenty eight of affidavit in support of Summons for Direction. Applicant undertakes to give individual notice of date of hearing of Petition to all its Unsecured Creditors and publish notices in newspapers. Undertaking is accepted. 19. That in view of averments made in paragraph twenty nine of the affidavit in support of summons for Directions, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with. However the Applicant to move Special Resolution in the aforesaid meetings of the ‘‘Specified Equity Shareholders’ and Equity Shareholders (other than Specified Equity Shareholders) 9 pursuant to provisions of Section 100 of the Companies Act, 1956 for confirming the reduction of its Share Capital . 20. That the Chairman do report to this Court, the result of the said meetings within 21 days of the conclusion of the meetings and the said Report shall be verified by an affidavit. (S. J. Vazifdar J)