1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 503 OF 2010 In the matter of the Companies Act, 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 Bajaj Hindusthan Sugar And Industries Limited with Bajaj Hindusthan Limited. Bajaj Hindusthan Limited ) a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 2nd Floor, Bajaj Bhawan, Jamnalal Bajaj Marg, ) 226, Nariman Point, Mumbai – 400 021, Maharashtra ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram: S.J. Vazifdar, J. Date : 23rd July 2010 Arif S. Doctor i/b M/s. Junnarkar & Associates, 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. Arif S. Doctor i/b M/s Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 16th July 2010 of 2 Shri Pradeep Parakh, President & Company Secretary 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 the Applicant Company, Bajaj Hindusthan Limited, shall be convened and held at Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021 on Tuesday, the 7th day of September 2010 at 11.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Bajaj Hindusthan Sugar And Industries Limited (the “Transferor Company”) with Bajaj Hindusthan Limited (the “Transferee Company”). [2] THAT a meeting of the Secured Creditors of the Applicant Company, Bajaj Hindusthan Limited, shall be convened and held at Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021 on Tuesday, the 7th day of September 2010 at 1.00 p.m., or so soon thereafter after the conclusion of the meeting of the Equity Shareholders 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 Amalgamation of Bajaj Hindusthan Sugar And Industries Limited (the “Transferor Company”) with Bajaj Hindusthan Limited (the “Transferee Company”). [3] THAT a meeting of the Unsecured Creditors of the Applicant Company, Bajaj Hindusthan Limited, shall be convened and held at Kamalnayan Bajaj Hall, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai - 400 021 on Tuesday, the 7th day of September 2010 at 1.30 p.m., or so soon thereafter after the conclusion of the meeting of the Secured 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 Amalgamation of Bajaj Hindusthan Sugar And Industries Limited (the “Transferor Company”) with Bajaj Hindusthan Limited (the “Transferee Company”). 3 [4] THAT at least 21 (twenty-one) clear days before the separate meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company, an advertisement convening the same and stating that copies of the said arrangement embodied in the said Scheme of Amalgamation and of the statement required to be sent pursuant to Section 393 of the Companies Act, 1956 and the prescribed form(s) of proxy can be obtained free of charge at the Registered Office of the Applicant Company or at the office of its Advocates, be inserted once each in “Free Press Journal”, in English and “Maharashtra Times”, in Marathi, both newspapers circulating in Mumbai and that the publication of the notice of the said meetings in the Government Gazette is dispensed with. [5] THAT in addition, at least 21 (twenty-one) clear days before the said meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors to be held as aforesaid, notices convening the said meetings at the place and time aforesaid, together with a copy of the said Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956, and the form of proxy, shall be sent by post under certificate of posting addressed to each of the respective Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company 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 undertakes to : (a) issue Notice convening the separate meetings of the equity shareholders, secured creditors and unsecured creditors as per Form No. 36 (Rule 73); 4 (b) issue Form of Proxy as per Form No. 37 (Rule 73); (c) advertise the Notice convening the meetings as per Form No. 38 (Rule 73); (d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted. [7] THAT Shri. Shishir Bajaj, Chairman & Managing Director of the Applicant Company, and failing him, Shri. Kushagra Bajaj, Joint Managing Director, and failing him, Dr. Sanjeev Kumar, Director (Corporate & Legal Affairs) shall be the Chairman of the said meeting of the Equity Shareholders to be held on Tuesday, the 7th day of September 2010 at 11.00 a.m., as aforesaid or any adjournment or adjournments thereof. [8] THAT Shri. Shishir Bajaj, Chairman & Managing Director of the Applicant Company, and failing him, Shri. Kushagra Bajaj, Joint Managing Director, and failing him, Dr. Sanjeev Kumar, Director (Corporate & Legal Affairs) shall be the Chairman of the said meeting of the Secured Creditors to be held on Tuesday, the 7th day of September 2010 at 1.00 p.m., as aforesaid or any adjournment or adjournments thereof. [9] THAT Shri. Shishir Bajaj, Chairman & Managing Director of the Applicant Company, and failing him, Shri. Kushagra Bajaj, Joint Managing Director, and failing him Dr. Sanjeev Kumar, Director (Corporate & Legal Affairs) shall be the Chairman of the said meeting of the Unsecured Creditors to be held on Tuesday, the 7th day of September 2010 at 1.30 p.m., as aforesaid or any adjournment or adjournments thereof. 5 [10] THAT the Chairman appointed for the said meetings of the Equity Shareholders, Secured Creditors and Unsecured Creditors do issue the advertisements and send out the notices of their respective meetings as referred to above. [11] THAT the quorum for the said meeting of the Equity Shareholders of the Applicant Company shall be 5 (five) Equity Shareholders present in person. [12] THAT the quorum for the said meeting of the Secured Creditors of the Applicant Company shall be 3 (three) Secured Creditors present in person or by proxy or through authorized representative. [13] THAT the quorum for the said meeting of the Unsecured Creditors of the Applicant Company shall be 3 (three) Unsecured Creditors present in person or by proxy or through authorized representative. [14] THAT voting by proxy / authorized representatives be permitted, provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the aforesaid meeting(s) or by his authorised representative, is filed with the Applicant Company at its registered office at 2nd Floor, Bajaj Bhawan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai – 400 021, Maharashtra, not later than 48 hours before the time fixed for the relevant meeting. [15] THAT the number or value of the shares of each of the Equity Shareholders shall be in accordance with the records or registers of the Applicant Company and where the entries in the records or registers are disputed, the Chairman of the meeting of the Equity Shareholders shall determine the number or value for the purposes of the meeting and his decision in that behalf shall be final. 6 [16] THAT the outstanding claim of each of the Secured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed the Chairman of the meeting of Secured Creditors shall determine such value for the purposes of the meeting and his decision in that behalf shall be final. [17] THAT the outstanding claim of each of the Unsecured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed the Chairman of the meeting of Unsecured Creditors shall determine such value for the purposes of the meeting and his decision in that behalf shall be final. [18] THAT the respective Chairman of each of the aforesaid meetings do report the result of each of the said meetings to this Court, within 14 (fourteen) days of the conclusion of the said meetings and the said report shall be verified by his Affidavit. This application is accordingly disposed of. (S.J. Vazifdar, J.)