1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1372 OF 2008 In the matter of : The Companies Act, 1956; AND Section 391 to 394 of the Companies Act, 1956; AND Max Aerospace & Aviation Limited (“Transferor Company” or “Demerged Company”), a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Hanger C-1, Juhu Aerodrome, Juhu, Mumbai 400 054; AND The Scheme of Arrangement and Demerger of Demerged Company with Max Defence Systems Limited (“MDSL” or “1st Transferee Company”) a company incorporated under the provisions of the Companies Act, 1956 and having its Registered office at Hotel Transit Premises, Off Nehru Road, Vile Parle (East), Mumbai 400 099 and Max Defence Aerospace Limited (“MDAL” or “2nd Transferee Company”) a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Hotel Transit Premises, Off. Nehru Road, Vile Parle (East), Mumbai 400 099. 2 Max Aerospace & Aviation Limited ) a company incorporated under the ) provisions of the Companies Act, ) 1956 and having its Registered ) office at Hanger C-1, ) Juhu Aerodrome, Juhu, ) Mumbai - 400054. ) ....Applicant Company CALLED FOR SUMMONS FOR DIRECTION CORAM: S. A. Bobde J. DATE: 26th September 2008 Mr.Sanjay Jain i/b. Zohair & Co. for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING the Counsel instructed by M/s. Zohair & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 8th day of August, 2008 and additional affidavit dated 2nd September 2008 and the further additional affidavit dated 18th September 2008 of Mr. Bharat Harkishan Malkani, the Managing Director of the Applicant Company, in support of Summons for Direction alongwith the Exhibits therein referred to, IT IS ORDERED: 3 1. That a meeting be held of the Equity Shareholders of Max Aerospace & Aviation Limited, the Applicant/Demerged Company at Malkani Chambers, 3rd floor, Vile Parle (East), Mumbai 400099 on 25th day of October 2008 at 11.30 a.m., for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement between Max Aerospace & Aviation Limited, the Applicant/Demerged Company, Max Defence Systems Limited, the First Transferee Company and Max Defence Aerospace Limited, the Second Transferee Company. 2. That a meeting be held of the Unsecured Creditors of the Applicant/Demerged Company at Malkani Chambers, 3rd floor, Vile Parle (East), Mumbai 400099 on 25th day of October 2008 at 12.30 p.m., for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme between Max Aerospace & Aviation Limited, the Applicant/Demerged Company, Max Defence Systems Limited, the First Transferee Company and Max Defence Aerospace Limited, the Second Transferee Company. 3. That at least 21 clear days before the date appointed for the aforesaid meetings, the advertisement convening the same and stating that the copies of the Scheme and of the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and forms of proxy be obtained free of charge at the registered office of the Applicant / Demerged Company, be 4 published once each in the Free Press Journal (Mumbai Edition) in English and in Maharashtra Times (Mumbai Edition) in Marathi. Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting of Equity Shareholders and Unsecured Creditors, indicating the day, date, place, and time as aforesaid, together with a copy of the Scheme, 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 post under certificate of posting addressed to each of the Equity Shareholders and Unsecured Creditors of the Applicant/Demerged Company at their respective registered or last known addresses. 5. 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 meetings of the Equity shareholders and unsecured creditors of the Applicant company, as per Form No.36 (Rule 73); 5 (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. 6. That Mr. Vijay Nair, Advocate, failing whom, Mr. Mahendra Rathod, Advocate, is appointed as the Chairman for both the above meetings of Equity Shareholders and Unsecured creditors to be held on Saturday, the 25th day of October 2008 at 11.30 a.m. and 12.30 p.m. respectively, at Malkani Chambers, 3rd floor, Vile Parle (East), Mumbai 400099 as aforesaid or at any adjournment/s thereof. 7. That the Chairman appointed for the aforementioned meetings or any other person authorized by the Chairman in that behalf do issue the Advertisement and send out the notices of the meetings of the Equity Shareholders and Unsecured Creditors referred to above. 8. That the Chairman of the meetings shall have all powers under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for 6 deciding any procedural questions that may arise at the meeting or at any adjournment or adjournments thereof or on any other matter including the amendment(s) to the Scheme or resolution, if any proposed at the meeting by any person(s) and to ascertain the decision of the meeting. 9. That the quorum for the meeting of the Equity Shareholders of the Applicant/Demerged Company shall be five members present in person; 10. That the quorum for the meeting of the Unsecured Creditors of the Applicant/Demerged Company shall be two Unsecured Creditors present in person or by proxy or through an authorized representative. 11. That voting by proxy/authorized representatives is permitted, provided that the proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at Hanger C-1, Juhu Aerodrome, Juhu, Mumbai 400 054, not later than 48 hours before the meeting. 12. That the list of the Equity Shareholders and list and value of the Unsecured Creditors shall be in accordance with the books/registers of the Applicant/Demerged Company and where the entries in the books/registers are disputed the Chairman shall determine the value for the purpose of the meetings. 7 13. That in view of the applicability of the Companies (Court) Rules, 1959, it is clarified that the conducting of the postal ballot under Section 192A of the Companies Act, 1956, if applicable, for the purposes of approving the Scheme at the respective meeting of the Equity Shareholders and Unsecured Creditors of the Applicant/Demerged Company would not be necessary. 14. It is further ordered that the Chairman do file his report in this Court as to the results of the said meetings within 21 days of the conclusion of the meetings and the report shall be verified by his affidavit. 15. Certified copy expedited. Company Judge