IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.659 OF 2011 In the matter of Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956; And In the matter of Provogue (India) Limited; And In the matter of Composite Scheme of Arrangement and Amalgamation between Provogue (India) Limited; And Prozone Enterprises Private Limited; And Prozone Capital Shopping Centres Limited And their respective shareholders and creditors. Provogue (India) Limited, a company ) incorporated under the Companies Act, 1956 ) and having its registered Office at 105/106, ) Provogue House, Off New Link Road, Andheri ) (West) Mumbai 400053, Maharashtra ) Applicant/ Demerged Company 1 Called for Summons for Directions Coram: S. C. Dharmadhikari, J. Dated: 11th November, 2011 Mrs. Cynthia Pereira i/b Rajani Associates, Advocate for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mrs. Cynthia Pereira instructed by Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 21st October, 2011 of Mr. Akhil Chaturvedi, the Whole-Time Director of the Applicant, in support of the Summons for Direction and the Exhibits thereto referred, IT IS ORDERED:- 1. That a meeting of the Secured Creditors of the Applicant Company be convened and held on Monday, the 12th December, 2011 at 11:00 a.m. at Esquare Hall, The Classique Club, Behind Infinity Mall, New Link Road, Andheri West, Mumbai 400053, Maharashtra, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Composite Scheme of Arrangement and Amalgamation of Provogue (India) Limited, the Applicant/Demerged Company and Prozone Enterprises 2 Private Limited, the Transferor Company and Prozone Capital Shopping Centres Limited, the Resulting/Transferee Company and their respective shareholders and creditors; 2. That a meeting of the Equity Shareholders of the Applicant Company be convened and held on Monday, the 12th December, 2011 at 1:00 p.m. or soon after the conclusion of the court convened meeting of Secured Creditors of the Applicant at Esquare Hall, The Classique Club, Behind Infinity Mall, New Link Road, Andheri West, Mumbai 400053, Maharashtra, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Composite Scheme of Arrangement and Amalgamation of Provogue (India) Limited, the Applicant/Demerged Company and Prozone Enterprises Private Limited, the Transferor Company and Prozone Capital Shopping Centres Limited, the Resulting/Transferee Company and their respective shareholders and creditors; 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, the proposed Composite Scheme of Arrangement and Amalgamation of Provogue (India) Limited, the Applicant/Demerged Company 3 and Prozone Enterprises Private Limited, the Transferor Company and Prozone Capital Shopping Centres Limited, the Resulting/Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 14 of the Affidavit in support of Summons for Direction. The Applicant undertakes to serve an individual notice of hearing for the Petition by Registered Post A.D to all its Unsecured Creditors. The undertaking is accepted; 4. That at least twenty one (21) clear days before the day appointed for the meeting of the Equity Shareholders and Secured Creditors to be held as aforesaid, an advertisement convening the said meetings and stating that the copies of the said Composite Scheme of Arrangement and Amalgamation and of the Explanatory Statement required to be furnished pursuant to the Section 393 of the Companies Act, 1956 and prescribed forms of proxy can be obtained free of charge at the Registered Office of the Applicant and/or at its Advocates Office i.e. 204-207, Krishna Chambers, 59 New Marine Lines, Mumbai 400 020 be published once each in the "Free Press Journal" in the English language and "Maharashtra Times" in Marathi language both in the Mumbai edition; 4 5. That, in addition, atleast twenty one (21) clear days before the day appointed for the meetings of the Equity Shareholders and Secured Creditors, to be held as aforesaid, notices convening the said meetings at the day, date, place and time aforesaid, together with a copy of the said Composite Scheme of Arrangement and Amalgamation, and a copy of the explanatory statement required to be furnished pursuant to the Section 393 of the Companies Act, 1956 and prescribed forms of proxy, be sent by Courier addressed to each of the Equity Shareholders and Secured Creditors of the Applicant, at their respective registered or last known addresses; 6. That the settling and approving of form of advertisement, form of proxy, 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 meeting of the Shareholders and Secured Creditors as per Form No.36 (Rule 73); (b) issue Form of proxy as per Form No.37 (Rule 73); (c) advertise Notice convening meeting as per Form No.38 (Rule 74); and (d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956. 5 The undertaking is accepted. 7. That the publication of notices of the meetings of the Equity Shareholders and Secured Creditors in the Government Gazette is dispensed with; 8. That Mr. Nikhil Chaturvedi, Managing Director, Chairman of the Applicant, failing him, Mr. Deep Gupta, Whole-time Director of the Applicant and failing him, Mr. Akhil Chaturvedi, Whole-time Director of the Applicant shall be the Chairman of all the meetings to be held as aforesaid; 9. That the Chairman appointed for the aforesaid meetings do issue advertisements and send out notices of the said meetings referred to above. It is further directed that the Chairman of the meetings shall have all powers under the Articles of Association of the Applicant and under the Companies (Court) Rules, 1959 in relation to the conduct of meetings including an amendment to the Scheme or resolution, if any, proposed at the meetings by any person(s) and to ascertain the decision of the meeting on a poll; 6 10. That the quorum for the meeting of the Equity Shareholders shall be five (5) members present in person; 11. That the quorum for the meeting of the Secured Creditors shall be two (2) Secured Creditors present in person or by proxy or through authorised representative; 12. That voting by proxy/authorized representative is permitted provided that the proxy/authorization in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meetings or by his authorised representative is filed with the Applicant at its registered office, not later than 48 hours before the meetings as required under Rule 70 of Companies (Court) Rules, 1959; 13. That the value of the vote of each of the Equity Shareholders or the Secured Creditors of the Applicant shall be in accordance with the records of the Applicant and/or its registers, and where the entries in the records or registers are disputed, the Chairman of the meetings shall decide the same for the purpose of meetings and his decision in that behalf would be final; 7 14.That the Chairman shall report to this Court the result of the meetings within fourteen (14) days of the conclusion of the meetings and that the reports shall be verified by an affidavit made by the Chairman; (S. C. Dharmadhikari, J.) 8