1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 499 OF 2011 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 Between Trilochan Sahney Finance and Holdings Private Limited ( “the Transferor Company”) And NRB Bearings Limited ( ‘the Transferee Company‘) And Their respective Shareholders and Creditors. NRB BEARINGS LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Dhannur, 15 Sir P. M. Road, Fort, Mumbai – 400001. ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 20th August, 2011 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 above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed 2 by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th July, 2011 of S. C. Rangani, Company Secretary 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 NRB Bearings Limited, the Applicant Company, be convened and held at Indian Merchant Chambers, IMC Building, IMC Marg, Churchgate, Mumbai - 400020 on Monday, 26th September, 2011 at 3:00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement between Trilochan Sahney Finance and Holdings Private Limited, the Transferor Company and NRB Bearings 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 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 two news papers viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, 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, date and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under section 393 of the Act by Speed Post or by courier 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 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; 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 Mr.Trilochan Singh Sahney, Director of the Applicant Company, and failing him, Mrs. Harshbeena Sahney Zaveri, Director of the Applicant Company, and failing her, Mr. Keki Manchersha Elavia, Director of the Applicant Company shall be the Chairman of the aforesaid Meeting to be held at Indian Merchant Chambers, IMC Building, IMC Marg, Churchgate, Mumbai - 400020 on Monday, 26th September, 2011 at 3:00 p.m., or any adjournment 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. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders of the Applicant Company present in person. 4 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 Dhannur, 15 Sir P. M. Road, Fort, Mumbai - 400001, 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. 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. 11. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation and Arrangement between Trilochan Sahney Finance and Holdings Private Limited, the Transferor Company and NRB Bearings Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 15 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D. to all its Secured Creditors and also undertakes to publish the notice of hearing of the Petition in two newspapers viz., ‘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 and Arrangement between 5 Trilochan Sahney Finance and Holdings Private Limited the Transferor Company and NRB Bearings Limited the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 16 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 those Unsecured Creditors having an outstanding balance of Rs. 5,00,000/- or more. The Applicant Company also undertakes to publish the notice of hearing of the petition in two newspapers viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 13. That the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 17A 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 creditors of the Applicant Company. The Applicant undertakes to convene and hold the Extra Ordinary General Meeting of its Equity Shareholders for aforesaid reduction, before filing the Company Scheme Petition and to annex a copy of the Special Resolution to the said Company Scheme Petition for sanctioning the Scheme. The said undertaking is accepted. ( S. C. Dharmadhikari, J.)