IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 303 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of ORICON ENTERPRISES LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN NAMAN TRADVEST PRIVATE LIMITED (NTPL) AND ZEUXITE INVESTMENTS PRIVATE LIMITED (ZIPL) ….Transferor Companies AND ORICON ENTERPRISES LIMITED (OEL) …Transferee Company ORICON ENTERPRISES LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 1076, Dr. E. Moses Road, Worli, Mumbai – 400 018 … Applicant / Transferee Company 2 Called Summons for Directions Coram: S.J. Kathawalla, J. Dated: 30th April, 2010 Ms. Sunita Pant i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of ORICON ENTERPRISES LIMITED, the Applicant abovenamed by a Summons for Direction AND UPON hearing Ms. Sunita Pant Advocate for the Applicant Company and upon reading the Affidavit dated 23rd April, 2010 of Mr. Sanjay Jain, Company Secretary of the Applicant / Transferee Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘J’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:- 1. That the meeting of the Equity Shareholders of the Applicant / Transferee company be convened and held for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of NAMAN TRADVEST PRIVATE LIMITED (NTPL), the First Transferor Company and ZEUXITE INVESTMENTS PRIVATE LIMITED (ZIPL), the Second Transferor Company with ORICON ENTERPRISES LIMITED (OEL), the Applicant / Transferee Company on Tuesday the 01st June, 2010 at 10.30 a.m. at 3 Shree S. K. Somani Memorial Hall, Hindi Vidya Bhavan, 79 Marine Drive, Mumbai – 400 002. 2. That convening and holding of the Meeting of the Secured Creditors, of the Applicant / Transferee 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 NAMAN TRADVEST PRIVATE LIMITED (NTPL) and ZEUXITE INVESTMENTS PRIVATE LIMITED (ZIPL), Transferor Companies with ORICON ENTERPRISES LIMITED (OEL), Transferee Company is dispensed with in view of the consents as given by 2 out of the 3 Secured Creditors of the Applicant / Transferee Company, which are annexed as Exhibits “O-1 and O -2” to the Affidavit-in-support of the Summons for Directions and in view of the averments made in paragraph 37 of the said Affidavit. The Applicant company undertakes to give individual notices of date hearing of Petition by Registered Post A.D. to its remaining sole Secured Creditor whose consent is not obtained. The said undertaking is accepted. 3. That the meeting of the Unsecured Creditors of the Applicant / Transferee Company be convened and held for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of NAMAN TRADVEST PRIVATE LIMITED (NTPL), the First Transferor Company and ZEUXITE INVESTMENTS PRIVATE LIMITED (ZIPL), the Second Transferor Company with ORICON ENTERPRISES LIMITED (OEL), the Applicant / Transferee Company on Tuesday the 01st day of June, 2010 at 12.30 p.m. at Shree S. K. Somani Memorial Hall, Hindi Vidya Bhavan, 79 Marine Drive, Mumbai – 400 002. 4 4. That, at least 21 (twenty one) clear days before the meetings to be held as aforesaid, Notices convening the said meetings indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation of NAMAN TRADVEST PRIVATE LIMITED (NTPL) and ZEUXITE INVESTMENTS PRIVATE LIMITED (ZIPL), Transferor Companies with ORICON ENTERPRISES LIMITED (OEL), Transferee Company, a copy of the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 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 and Unsecured Creditors of the Applicant/Transferee Company at their respective registered or last known address. 5. That, in addition, at least 21 clear days before the meetings to be held as aforesaid, Notices convening the said meetings, indicating the day, the date, and the place and the time as aforesaid, stating that copies of the arrangement embodied in the Scheme of Amalgamation, 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 / Transferee Company be published once each in “Free Press Journal” in English (Mumbai - Edition) and “Maharashtra Times” in Marathi (Mumbai Edition) both having circulation in Mumbai. The Publication in Maharashtra Government Gazette is dispensed with. 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:- 5 (a) issue Notice convening meetings of the Equity Shareholders and Unsecured Creditors as per Form No. 36 (Rule 73) (b) issue Form of Proxy as per Form No.37 (Rule 73) (c) advertise the Notice convening meetings 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. 7. Mr. S. J. Taparia, Chairman of the of the Applicant/Transferee Company, and failing him, Mr. Susheel Somani, Director of the Applicant/ Transferee Company, and failing him Mr. Rajendra Somani, Managing Director of the Applicant / Transferee Company shall be the Chairman of the aforesaid meetings to be held on 01st June, 2010 or at any adjournment/adjournments thereof. 8. That the Chairman appointed for the aforesaid meetings do issue and send out the notices of the said meetings referred to above. It is further directed, that the Chairman of the meetings shall have powers under the Companies (Court) Rules, 1959 in relation to conduct of meetings. 9. That the quorum of the meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 10. That the quorum of the meeting of the Unsecured Creditors shall be 2 (Two) Unsecured Creditors present in person and / or proxy or through authorized representatives. 6 11. That the voting by Proxy/ authorised representative be permitted provided that the Proxy / Authorisation, in the prescribed form duly signed by the persons entitled to attend and vote at the meetings is filed at the Registered Office of the Applicant/Transferee Company, not later than 48 hours before the time fixed for the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 12. That the number and value of each of the Equity Shareholders and Unsecured Creditors shall be in accordance with the records of the Applicant / Transferee Company and in the event of any dispute the Chairman of the meetings shall determine the value for the purpose of meetings and his decision in that behalf shall be final. 13. And it is lastly ordered that the Chairman do report to this court the result of the said meetings within 30 days from the conclusion of the meetings and the said report shall be verified by his affidavit. (S.J. Kathawalla, J.)