IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1032 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 Scheme of Amalgamation of Allied Blenders and Distillers Private Limited (“the First Transferor company” or “Allied”) and Our Own Properties Private Limited (“the Second Transferor Company” or “OOPPL”) with Moonlight Blenders and Distillers Private Limited (“the Transferee Company” or “Moonlight”) and their respective shareholders and creditors. ALLIED BLENDERS AND DISTILLERS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 394-C, Lamington Chambers, Lamington Road, Mumbai - 400 004. ) ) ) ) ) ) ) ) ) ……Applicant Company 1 Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 9th October, 2009 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24th day of September, 2009 of Mr. Prakash Ratilal Pandya, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Allied Blenders and Distillers Private Limited, the Applicant / First Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Allied Blenders and Distillers Private Limited, the First Transferor Company and Our 2 Own Properties Private Limited, the Second Transferor Company with Moonlight Blenders and Distillers Private Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as ‘Exhibit C1 to C5’ to the affidavit in support of the Summons for Directions. 2) That convening and holding the meeting of the Preference Shareholders of Allied Blenders and Distillers Private Limited, the Applicant / First Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Allied Blenders and Distillers Private Limited, the First Transferor Company and Our Own Properties Private Limited, the Second Transferor Company with Moonlight Blenders and Distillers Private Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Preference Shareholders of the Applicant Company, which 3 are annexed as ‘Exhibit D1 to D4’ to the affidavit in support of the Summons for Directions. 3) That the meeting of the Secured Creditors of Allied Blenders and Distillers Private Limited, the Applicant / First Transferor Company be convened and held at Walchand Hirachand Hall, 4th floor, IMC Building, IMC Marg, Churchgate, Mumbai – 400 020, on Friday, the 20th day of November, 2009 at 11:30 a.m. for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of Allied Blenders and Distillers Private Limited, the First Transferor Company and Our Own Properties Private Limited, the Second Transferor Company with Moonlight Blenders and Distillers Private Limited, the Transferee Company and their respective shareholders and creditors. 4) That the meeting of the Unsecured Creditors of Allied Blenders and Distillers Private Limited, the Applicant / First Transferor Company be convened and held at Walchand Hirachand Hall, 4th floor, IMC Building, IMC Marg, Churchgate, Mumbai – 400 4 020, on Friday, the 20th day of November, 2009 at 12:30 p.m. for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of Allied Blenders and Distillers Private Limited, the First Transferor Company and Our Own Properties Private Limited, the Second Transferor Company with Moonlight Blenders and Distillers Private Limited, the Transferee Company and their respective shareholders and creditors. 5) That at least 21 clear days before the meeting of the Secured and Unsecured Creditors of the Applicant Company to be held as aforesaid, a notice convening the said meetings, 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 in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. Publication in Maharashtra Government Gazette is dispensed. 5 6) That, in addition, at least 21 clear days before the said meeting of the Secured and Unsecured Creditors 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, 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 Secured and Unsecured Creditor of the Applicant Company at their respective registered or last known addresses. 7) 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 meetings of the Secured and Unsecured Creditors as per Form No.36 (Rule 73) 6 b) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; c) issue Form of Proxy as per Form No.37 (Rule 73) d) advertise the Notice convening meetings as per Form No.38 (Rule 74) The undertaking is accepted. 8) Mr. U. K. Ganguli, Vice Chairman of the Applicant Company, failing him, Mr. R. L. Jain, Company Secretary of the Applicant Company and failing him, Mr. Prakash Ratilal Pandya, Vice President (Corporate Affairs) of the Applicant Company shall be the Chairman of the aforesaid meetings to be held at Walchand Hirachand Hall, 4th floor, IMC Building, IMC Marg, Churchgate, Mumbai – 400 020, on Friday, the 20th day of November, 2009 or any adjournment or adjournments thereof. 9) That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. 7 10)That quorum for the aforesaid meeting of Secured Creditors shall be 2 (Two) Creditors members present in person or by proxy or through authorized representative. 11)That quorum for the aforesaid meeting of Unsecured Creditors shall be 5 (Five) Creditors present in person or by proxy or through authorized representative. 12) That voting by proxy/ authorized representative be permitted, provided that a 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 394-C, Lamington Chambers, Lamington Road, Mumbai - 400 004, not later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 13)That the amount due to each Secured and Unsecured creditor shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman 8 shall determine the value for the purpose of the aforesaid meetings and his decision in that behalf would be final. 14)That the Chairman do report to this Court, the result of the aforesaid meetings within 30 days of the conclusion of the meetings, and the said report shall be verified by his Affidavit. (S. J. Kathawalla, J) 9