Bombay High Court · 2011

Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the 2 Applicant Company, AND UPON READING the Affidavit dated 10th June, 2011 of Mr. B. M. Raul, General Manager – Secretarial & Legal of the Applicant Company, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:

1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at The Navi Mumbai Sports Association, Sector 1A, Vashi, Navi Mumbai – 400 703 on Tuesday, 9th day of August, 2011 at 11.00 AM, for the purpose of considering, and if thought fit, approving, with or without modification(s), proposed Scheme Amalgamation of Schenectady (India) Holdings Private Limited with SI Group – India Limited and their respective shareholders.

2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with a copy of the Scheme of Amalgamation, copy of Explanatory Statement as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by Courier, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 3

3. That, in addition, at least 21 days clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, indicating the day, the date and the place and time as aforesaid, stating that the copies of the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the registered office of the Applicant Company as aforesaid and/or at its Advocates office at 302 Satnam Building, 3A Sion West, Mumbai 400022, be inserted once in each of two newspapers, viz. “Free Press Journal” in English language and “Maharashtra Times” in Marathi language (both Mumbai Edition). Publication thereof in Maharashtra Government Gazette is dispensed with.

4. That settling and approving of the form of advertisement, form of proxy, the form of notice and 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) advertise the Notice convening the meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73); 4 (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted.

5. That Mr. G. C. Vasudeo, Executive Director of the Applicant Company and, in his absence, Mr. B. Rajagopal, Managing Director of the Applicant Company shall be the Chairman of the meeting of the Equity Shareholders to be held on Tuesday, 9th day of August 2011 or at any adjournment or adjournments thereof.

6. That the Chairman appointed for the aforesaid meeting to issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for 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 of Amalgamation or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 5

8. That the quorum for the meeting of Equity Shareholders shall be 5 (five) Equity shareholders of the Applicant Company present in person. That the voting by proxy /authorised representative is permitted provided that proxy in the prescribed form and authorization duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at Plot No. 2/1, TTC Industrial Area, Thane - Belapur Road, Navi Mumbai - 400 705, not later than 48 hours before the said meeting as required under Rule 70 of the Companies (Court) Rules, 1959.

9. That the number of the shares held by each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the register are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting.

10. That the Chairman to 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 an affidavit.

11. There are no Secured Creditors in SI Group – India Limited, the Applicant Company, as stated in paragraph 14 (fourteen) of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 6

12. That the convening and holding of the meeting of the Unsecured Creditors of SI Group – India Limited, the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Schenectady (India) Holdings Private Limited with SI Group – India Limited and their respective shareholders is dispensed with in view of averments made in paragraph 15 (fifteen) of the Affidavit in support of Company Summons for Direction, inter-alia, stating that the present Scheme is an Arrangement between the Applicant Company and shareholders as contemplated under Section 391(1)(b) and not in accordance with the provisions of Section 391(1)(a) of the Companies Act, 1956 as there is no compromise and/ or arrangement with the Creditors as no sacrifice is called for and the Unsecured Creditors will not be affected by the proposed scheme as the assets of the Applicant Company will be far more than its liabilities and as such sufficient to discharged the liabilities. The Applicant Company has also given an undertaking to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the notices of hearing of Petition in two local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi 7 language, both circulated in Mumbai. The Undertaking is accepted.

13. That in view of the averments made in paragraph 16 (sixteen) of the Affidavit in support of Company Summons for Direction, inter-alia, stating that the proposed reduction does not involve either a diminution of liability in respect of unpaid share capital or payment to shareholders of paid-up share capital, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is dispensed with. The Applicant Company to move a Special Resolution in the aforesaid meeting of its Equity Shareholders pursuant to provisions of Section 100 of the Companies Act, 1956 for confirming the reduction of Share Capital. (S. J. KATHAWALLA, J)