IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.793 OF 2009 In the matter of the Companies Act, 1956 (1 of 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 Satnam Developers and Finance Private Limited a Company incorporated under the Companies Act, 1956 and having its Registered Office at 315, Parekh Market, 39, J.S.S Road, Opera House, Mumbai – 400 004 (hereinafter referred to as “the Transferor Company No.1/SDPL”) and Satnam Realtors Private Limited a company incorporated under the Companies Act, 1956 and having its Registered Office at 315, Parekh Market, 39, J.S.S Road, Opera House, Mumbai – 400 004 (hereinafter referred to as “Transferor Company No.2/ SRPL”) with Trent Limited a company incorporated under the Companies Act, 1913 and having its Registered Office at Bombay House, 24, Homi Mody Street, Mumbai 400001 (hereinafter referred to as “the 1 Applicant Company/ the Transferee Company/TRENT”) and their respective shareholders; TRENT LIMITED, an existing company incorporated under the Indian Companies Act, 1913 (VII of 1913) having its registered office at Bombay House, 24, Homi Mody Street, Mumbai 400001. ) ) ) ) )…………Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla J. Date: 31st day of July, 2009 Mr. Shailesh H Shukla i/b M/s. AZB & Partners, for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Shailesh H. Shukla instructed by M/s AZB & Partners, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 23rd day of July, 2009 of Mr. M. M. Surti, Company Secretary of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of Trent Limited, the Applicant / Transferee Company be convened and held at Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber, IMC Building, IMC Marg, Churchgate, Mumbai – 400 020 on Wednesday the 16th day of September, 2009 at 2 12.00 noon, for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in Scheme of Amalgamation of Satnam Developers and Finance Private Limited and Satnam Realtors Private Limited with Trent Limited. 2. That at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme of Amalgamation 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 in English, circulated at Mumbai and Maharshtra Times in Marathi, 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 meetings at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, 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 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 i. advertise the Notice convening meeting as per Form No. 36 (Rule 73) 3 ii. issue Notice convening meeting of the shareholders as per Form No. 38 (Rule 74) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted 5. That Mr. F. K. Kavarana, Chairman of the Applicant Company, and failing him, Mr. N. N. Tata, Managing Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at Walchand Hirachand Hall, 4th Floor, Indian Merchants’ Chamber, IMC Building, IMC Marg, Churchgate, Mumbai – 400 020 on Wednesday the 16th day of September 2009 at 12.00 noon, or any adjournment or adjournments thereof. 6. That the Chairman appointed for the meeting do 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) members present in person. 8. That voting by proxy/authorized representative be permitted, provided that a proxy/authorized representation in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Bombay House, 24, Homi Mody Street, Mumbai 400001, not later than 48 hours before the meeting as provided under Rule 70 of the Company (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 meeting. 4 10. That the Chairman do report to this Court, the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his Affidavit. 11. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation is dispensed with in view of the averments made in paragraph 23 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition to its Secured Creditors having an outstanding balance of Rs.50,000 (Rupees fifty thousand only) or more by Registered Post A/d and also to publish the same in the newspapers. The undertaking is accepted. 12. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation is dispensed with in view of the averment made in paragraph 24 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition upon all its unsecured creditors by Regd. Post A/D and also to publish the same in the newspaper. The undertaking is accepted. Company Judge 5