IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.846 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); And In the matter of Sections 391(1) to 393 of the Companies Act, 1956; And In the matter of Scheme of Compromise between Lloyds Finance Limited and its Privately Placed Debenture Holder (17% Redeemable Non-Convertible Debenture Holder); Lloyds Finance Limited, a Company incorporated under the Companies Act, 1956, having its registered office at Viraj Impex House, 2nd Floor, 47, P.D’Mello Road, Masjid (East), Mumbai – 400 009. …… Applicant CALLED SUMMONS FOR DIRECTIONS Coram: S.J. Kathawalla, J. Date: 14th August, 2009 1 Mr. Janak Dwarkadas, Senior Counsel with Mr. Zal Andhyarujina, Counsel and Mohan G. Salian, Mr. G. T.Mestha, Ms Prashanti Rao, i/b Gagrats, Advocates for the Applicant. Mr. Sachin Chandrama i/b M. K. Ambalal & Co. for I.C.I.C.I. Bank Ltd. – Objector. Mr. Cyrus Ardeshir a/w Mr. Amey Nabar i/b Hariani & Co. for Special Committee. MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by the Summons for Directions AND UPON HEARING Mr. Janak Dwarkadas, Senior Counsel with Mr. Zal Andhyarujina, Counsel and Mohan G. Salian, Mr. G.T. Mestha, Ms Prashanti Rao, i/b Gagrats, Advocates for the Applicant Company AND UPON READING the Affidavit dated 23rd July, 2009 of Mr. Pankaj R. Desai, the Managing Director, in support of Summons for Directions alongwith the Exhibits therein referred to; IT IS ORDERED 1. That a Meeting of the Debenture Holder holding 17% Non-Convertible Debentures (Privately Placed) of Rs.1,00,00,000/- (Rupees One Crore only) each of the Applicant shall be convened and held at ‘Seminar II’, 31st Floor, Centre No.1, World Trade Centre, Cuffe Parade, Mumbai 400 005 on Friday, the 25th day of September 2009 at 1.00 p.m. for the 2 purpose of considering and, if thought fit, approving with or without modification(s), the Scheme of Compromise of Lloyds Finance Limited with such Debenture Holder. 2. That at least 21 clear days before the date of the aforesaid meeting to be held as aforesaid, an advertisement convening the said meeting indicating the day, the date, the time and place aforesaid stating that copies of the Scheme, Notice, the Explanatory Statement required to be furnished pursuant to section 393 of the Companies Act, 1956 and Forms of Proxy, can be obtained free of charge at the Registered Office of the Applicant, be published one each in Free Press Journal in English and in Maharashtra Times in Marathi newspapers. The publication of the advertisement in the Maharashtra Government Gazette is dispensed with. 3. That in addition, at least 21 clear days before the date of the aforesaid meeting to be held as aforesaid, a notice convening the meeting, indicating the day, the date, the time and place aforesaid, together with a copy of the said Scheme, a copy of the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed Form of Proxy, shall be sent by pre-paid letter under 3 Certificate of Posting addressed to Debenture Holder holding privately placed debentures of the Applicant at its registered or last known address. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Explanatory 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 Debenture Holder as per Form No.36 (Rule 73); b) advertise the Notice convening meeting as per Form No.38 (Rule 74); c) issue Statement containing all the particulars as per Section 393 and other applicable provisions if any of the Companies Act, 1956; d) issue Form of Proxy as per Form No.37, The undertaking is accepted. 4 5. That Hon’ble Mr. Justice R.G.Sindhkar (Retd), former Judge of this Court, and failing him, Mr Suhas S. Barve, the Secretary to the Special Committee of the Applicant, and failing him, Mr. Pankaj R. Desai, the Managing Director of the Applicant, shall be the Chairman of the aforesaid meeting of the Debenture Holder holding privately placed debentures of the Applicant to be held on Friday, the 25th day of September 2009 at 1.00 p.m. and in respect of any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue advertisement and send out notice of the aforesaid meeting referred to above. The Chairman is free to avail the service of the Applicant or any agency for carrying out the said directions. It is further directed, that the Chairman of the meeting shall have all powers under the Articles of Association of the Applicant and the under the Companies (Court) Rules 1959 in relation to the conduct of the meeting including any amendment to the Scheme or Resolution, if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting on a poll. 5 7. The quorum for the aforesaid meeting of the Debenture Holder holding privately placed debentures shall be 1 (one) Debenture Holder present in person or proxy or through authorized representative. 8. That voting by proxy/authorised representative is permitted, provided that the Proxy in the prescribed form duly signed by the person entitled to attend and vote at the aforesaid meeting or by his authorised representative, is filed with the Applicant at its Registered Office at Viraj Impex House, 2nd Floor, 47, P.D. Mello Road, Masjid (East), Mumbai 400 009, not later than 48 hours before the said meeting as per Rule 70 of Company (Court) Rules, 1959. 9. That the value or number of Debentures of Debenture Holder holding privately placed debentures shall be in accordance with the records or registers of the Applicant. 10. That the Chairman do report to this Court, the result of the said meeting within 14 days of the conclusion of the meeting and the said report shall be verified by his Affidavit. 6 11. In view of the averments made in paragraph 29 of the Affidavit in support of Summons for Directions, the convening and holding of the meeting of the shareholders and the creditors of the Applicant is hereby dispensed with. 12. Certified copy be expedited. COMPANY JUDGE 7