NRB Bearings Limited (the Demerged v. NRB Industrial Bearings Limited (the Resulting Company)

Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co. Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah 2 instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th December, 2011 of Mr. S. C. Rangani, Company Secretary of the Applicant Company, in support of 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 M.C.Ghia Hall, 4 th Floor, Bhogilal Hargovindas Building, 18/20, K Dhubash Marg, Kala Goda on Friday, 3rd February, 2012 at 3:00 p.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between NRB bearings Limited, the Demerged Company and NRB Industrial Bearings Limited, the Resulting Company and their respective shareholders and creditors.

2. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place, date 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 the 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 on each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both 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 Meeting at the place, date and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under section 393 of the Act by courier to each of the Equity Shareholders of the Applicant Company 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 3 pursuant to Section 393 of the Act to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) and iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted.

5. That Mr. Trilochan Singh Sahney, Director of the Applicant Company, and failing him, Mrs. Harshbeena Sahney Zaveri, Director of the Applicant Company, and failing her, Mr. Keki Manchersha Elavia Director of the Applicant Company shall be the Chairman of the aforesaid Meeting to be held at M.C.Ghia Hall, 4th Floor, Bhogilal Hargovindas Building, 18/20, K Dhubash Marg, Kala Goda of the Applicant Company on Friday, 3rd February, 2012 at 3:00 p.m or any adjournment thereof.

6. That the Chairman appointed for the aforesaid 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 five (5) Equity Shareholders of the Applicant Company present in person.

8. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 4 Dhannur, 15 Sir P. M. Road, Fort, Mumbai - 400001, not later than, 48 hours before the aforesaid meeting.

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 aforesaid meeting.

10. That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit.

11. That convening and holding the meeting of the Secured Creditors of NRB Bearings Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, Scheme of Arrangement between NRB bearings Limited, the Demerged Company and NRB Industrial Bearings Limited, the Resulting Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve an individual notice of hearing of the Petition by R.P.A.D upon all its Secured Creditors. The Applicant Company also undertakes to publish the same in two local newspapers i.e. Free Press Journal, in English Language and Maharashtra Times, in Marathi Language having circulation in Mumbai. The undertaking is accepted.

12. That convening and holding the meeting of the Unsecured Creditors of NRB Bearings Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, Scheme of Arrangement between NRB bearings Limited, the Demerged Company and NRB Industrial Bearings Limited, the Resulting Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 14 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve an individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors having 5 outstanding balance of Rs. 5,00,000/- ( five lakhs) and more. The Applicant Company also undertakes to publish the same in two local newspapers i.e. Free Press Journal, in English Language and Maharashtra Times, in Marathi Language having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J.)