IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 367 OF 2011. In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation of LOGICON BUILDING SYSTEMS PRIVATE LIMITED, the First Transferor Company AND ALERT FIRE PROTECTION SYSTEMS PRIVATE LIMITED, the Second Transferor Company WITH NITIN FIRE PROTECTION INDUSTRIES LIMITED, the Transferee Company. NITIN FIRE PROTECTION INDUSTRIES LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at 501, Delta, Technology Street, Hiranandani Gardens, Powai, Mumbai – 400 076. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram : S. J. Kathawalla, J Date : 24th June, 2011. Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate 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., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 16th May, 2011 of Mr. Abhishek Shrivastava, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of NITIN FIRE PROTECTION INDUSTRIES LIMITED, “the Applicant/ Transferee Company” be convened and held at Mini Theatre, P.L. Deshpande Maharashtra Kala Academy, Sayani Road, Prabha Devi, Mumbai 400 025 on Saturday, 13th day of August, 2011 at 11.00 a.m., for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of LOGICON BUILDING SYSTEMS PRIVATE LIMITED, the First Transferor Company and ALERT FIRE PROTECTION SYSTEMS PRIVATE LIMITED, the Second Transferor Company with NITIN FIRE PROTECTION INDUSTRIES LIMITED, the Applicant / Transferee Company. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of LOGICON BUILDING SYSTEMS PRIVATE LIMITED, the First Transferor Company and ALERT FIRE PROTECTION SYSTEMS PRIVATE LIMITED, the Second Transferor Company with NITIN FIRE PROTECTION INDUSTRIES LIMITED, the Applicant / Transferee Company, is dispensed with in view of the averments made in paragraph 20 of 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 all its Secured Creditors and also to publish the same in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. The said undertaking is accepted. 2 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of LOGICON BUILDING SYSTEMS PRIVATE LIMITED, the First Transferor Company and ALERT FIRE PROTECTION SYSTEMS PRIVATE LIMITED, the Second Transferor Company with NITIN FIRE PROTECTION INDUSTRIES LIMITED, the Applicant / Transferee Company, is dispensed with in view of the averments made in paragraph 21 of 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 all its Unsecured Creditors and also to publish the same in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. The said undertaking is accepted. 4. 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 arrangement embodied in the 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 5. 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 Speed Post addressed to each of the Equity Shareholders at their respective registered or last known addresses. 6. 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 Registrar of this Court is dispensed with. The Applicant Company undertakes to:- i. advertise the Notice convening meeting as per Form No. 38 (Rule 74) ii. issue Notice convening meeting of the Unsecured Creditors as per Form No. 36 (Rule 73) 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. 7. That Mr. Nitin M. Shah, Managing Director of the Applicant Company failing him, Mr. Rahul N. Shah, Director of the Applicant Company, failing him, Mr. Abhishek Shrivastava, Company Secretary of the Applicant Company is appointed as the Chairman for the above meeting of Equity Shareholders to be held at Mini Theatre, P.L. Deshpande Maharashtra Kala Academy, Sayani 4 Road, Prabha Devi, Mumbai 400 025 on Saturday, 13th day of August, 2011 at 11.00 a.m., or any adjournment or adjournments thereof. 8. 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 under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for deciding 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). 9. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (Five) Equity Shareholders present in person. 10. 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 the registered office of the Applicant Company, not later than 48 hours before the meeting , as provided under Rule 70 of the Companies (Court) Rules, 1959. 11. 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 disputed, the Chairman shall determine the value for the purpose of the meeting. 5 12. 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 (S. J. Kathawalla, J.) 6