1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 140 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 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Bang Overseas Limited (“the Demerged Company”) and Thomas Scott (India) Limited (“the Resulting Company”) and Their Respective Shareholders. BANG OVERSEAS LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Masjid Manor, 2nd floor, 16 Homi Modi Street, Fort, Mumbai – 400 023. ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S.C. Dharmadhikari J. Date: 25th February, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant 2 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summon for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th day of February, 2011 of Ms. Kavita Lunawat, Company Secretary of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: 1. That the meeting of the Equity Shareholders of Bang Overseas Limited, the Applicant Company be convened and held at Maheshwari Bhavan, 603, Jagannath Shankar Seth Road, Mumbai- 400 002 on Friday, the 1st day of April, 2011 at 10.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Bang Overseas Limited, the Applicant / Demerged Company and Thomas Scott (India) Limited, the Resulting Company and their respective shareholders. 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 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 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, 3 in English and Maharashtra Times, in Marathi, 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 and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 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, 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) issue Notice convening meeting of the Equity shareholders as per Form No. 36 (Rule 73) b) issue Form of Proxy as per Form No. 37 (Rule 73) c) advertise the Notice convening meeting as per Form No. 38 (Rule 74) d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted 5. That Mr. Venugopal Bang, Chairman of the Applicant Company, failing him, Mr. Vijay Ajgaonkar, Independent 4 Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at Maheshwari Bhavan, 603, Jagannath Shankar Seth Road, Mumbai- 400 002 on Friday, the 1st day of April, 2011 at 10.00 a.m. or any adjournment or adjournments 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 5 (Five) Equity Shareholders present in person. 8. That voting by proxy/ authorized 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 Masjid Manor, 2nd floor, 16 Homi Modi Street, Fort, Mumbai – 400 023, not later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 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. 5 11. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Bang Overseas Limited, the Applicant / Demerged Company and Thomas Scott (India) Limited, the Resulting Company and their respective shareholders, is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summon for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The undertaking is accepted. 12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Bang Overseas Limited, the Applicant / Demerged Company and Thomas Scott (India) Limited, the Resulting Company and their respective shareholders, 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 Registered Post A.D. upon all its Unsecured Creditors having outstanding balance of Rs.1,00,000/- (Rs. One Lakh) and more and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The undertaking is accepted. 13. That the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with in view of the 6 averments made in paragraph 20 of the Affidavit in support of the Summons for Direction stating that the reduction of the Securities Premium Account shall be effected as a part of the Scheme of Arrangement only 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 the interests of the creditors of the Applicant Company are not affected by such reduction. The Applicant Company undertakes to pass a Special Resolution in the Extra Ordinary General meeting of its Equity Shareholders for utilization of balance in Securities Premium Account under Section 78 read with Section 100 of the Companies Act, 1956 before filing the Company Sheme Petition for sanctioning the Scheme. The undertaking is accepted. (S.C. Dharmadhikari, J.)