IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 27 OF 2010 In the matter of the Companies Act, 1956; -And- In the matter of Application under Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of UltraTech Cement Limited, a company incorporated under the Companies Act, 1956 having its registered office at B-Wing, Ahura Centre, 2nd Floor, Mahakali Caves Road, Andheri (East), Mumbai – 400093; -And- In the matter of Scheme of Amalgamation of Samruddhi Cement Limited with UltraTech Cement Limited. UltraTech Cement Limited, a company incorporated under the Companies Act, 1956, having its registered office at B- Wing, Ahura Centre, 2nd Floor, Mahakali Caves Road, Andheri (East), Mumbai – 400093 } } } } } } …Applicant Company 2 CALLED SUMMONS FOR DIRECTIONS Coram: S. J. Kathawalla, J. Date: 15th January, 2010 Ms. Sowmya Srikrishna, instructed by M/s. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant. MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by Summons for Directions and upon hearing Ms. Sowmya Srikrishna, Advocate for the Applicant Company and upon reading the Affidavit dated 11th January, 2010 of Mr. Sanjeeb K. Chatterjee, the Company Secretary of the Applicant Company, in support of Summons for Direction and the Exhibits therein, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at Ravindra Natya Mandir, P.L. Deshpande Maharashtra Kala Academy, Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai – 400025, on Friday, the 19th day of March, 2010 at 11:00 a.m. (1100 hours), for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Samruddhi Cement Limited with UltraTech Cement Limited, the Applicant Company. 2. That a separate meeting of the Secured Creditors (including debentureholders) of the Applicant Company be convened and held at Ravindra Natya Mandir, P.L. Deshpande Maharashtra Kala Academy, Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai – 400025, on Friday, the 19th day of March, 3 2010 at 2:00 p.m. (1400 hours) or so soon thereafter after the conclusion of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation. 3. That a separate meeting of the Unsecured Creditors of the Applicant Company be convened and held at Ravindra Natya Mandir, P.L. Deshpande Maharashtra Kala Academy, Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai – 400025, on Friday, the 19th day of March, 2010 at 2:30 p.m. (1430 hours) or so soon thereafter after the conclusion of the meeting of the Secured Creditors (including debentureholders) of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Amalgamation. 4. That at least 21 clear days before the meetings to be held as aforesaid, notices convening the said meetings, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the Explanatory Statement, required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent Under Certificate of Posting (U.C.P.), addressed to each of the Equity Shareholders, Secured Creditors (including debentureholders) and Unsecured Creditors of the Applicant Company whose outstanding are Rs. 1,00,001/- (Rupees One Lacs and One only) and above, at their respective registered or last known address. Issuance of individual notices of the meeting to the unsecured creditors of the Applicant Company whose outstandings are Rs. 1,00,000/- (Rupees One Lac only) and below is hereby dispensed with. 4 5. That at least 21 clear days before the meetings to be held as aforesaid, notices convening the said meetings, indicating the day, the date and the place and time as aforesaid respectively be published, once each in Free Press Journal (Mumbai edition) and Marathi translation thereof in Maharashtra Times (Mumbai edition), stating that 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 at the registered office of the Applicant Company. 6. 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. 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) iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 7. That Mr. Kumar Mangalam Birla, the Chairman of the Applicant Company and in his absence, Mr. D. D. Rathi, a Director of the Applicant Company and in his absence, Mr. S. Misra the Managing Director of the Applicant Company, shall be the Chairman of the meetings of the Equity Shareholders, Secured Creditors 5 (including debentureholders) and the Unsecured Creditors of the Applicant Company to be held at Ravindra Natya Mandir, P.L. Deshpande Maharashtra Kala Academy, Near Siddhivinayak Temple, Sayani Road, Prabhadevi, Mumbai– 400025, on Friday, the 19th day of March, 2010 or at any adjournment or adjournments thereof. 8. That the Chairman(s) appointed for the aforesaid meetings do issue advertisements and send out notices of the said meetings referred to above. 9. That the quorum for the meeting of the Equity Shareholders of the Applicant Company shall be 5 (Five) Equity Shareholders of the Applicant Company, present in person. 10. That the quorum for the meeting of the Secured Creditors (including debentureholders) of the Applicant Company shall be 3 (Three) secured creditors (including debentureholders) of the Applicant Company present in person or by proxy or through authorized representative. 11. That the quorum for the meeting of unsecured creditors of the Applicant Company shall be 3 (Three) unsecured creditors of the Applicant Company present in person or by proxy or through authorized representative. 12. That voting by proxy/authorized representative is permitted provided that the proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the aforesaid meeting(s) or by his authorised representative, is filed with the Applicant Company at its registered office at B-Wing, Ahura Centre, 2nd Floor, Mahakali Caves Road, Andheri (East), Mumbai – 400 093, 6 forty-eight (48) hours before the date of the meeting(s), as provided under Rule 70 of Companies (Court) Rules, 1959. 13. That the number of the equity shares of the equity shareholders or value of secured creditors (including debentureholders) and unsecured creditors, as the case may be, shall be in accordance with the records or registers of the Applicant Company and where the entries in the records or registers are disputed, the Chairman of the meeting(s) shall determine the value or number as the case may be for the purposes of the meetings and his decision in that behalf would be final. 14. That the Chairman(s) do report to this Court, the result of the said meetings within 14 days of the conclusion of the meeting(s) and the said Report(s) shall be verified by his affidavit. (S. J. KATHAWALLA, J.)