IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.672 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of ENTEGRA LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF MERGER BETWEEN SKG POWER VENTURES PRIVATE LIMITED (SKGPVL), … Transferor Company AND ENTEGRA LIMITED (EL), …Transferee Company ENTEGRA LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at S. Kumar’s House, Plot No. 60, Street No. 14, Phase II, MIDC, Marol, Andheri (East), Mumbai 400 093 … Applicant / Transferee Company 1 Called summons for Directions Coram: A. M. Khanvilkar J. Dated: 25th June, 2009 Mr. Sushant Chavan i.b. Shiralkar & Co. for Applicant. MINUTES OF THE ORDER UPON the application of Entegra Limited, the Applicant abovenamed by Summons for Direction AND UPON hearing Shri. Sushant Chavan Advocate for the Applicant Company and upon reading the Affidavit dated 09th day of June, 2009 of Mrs. Rekha Jagdale, Company Secretary of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:- 1. That the meeting of the Equity Shareholders of the Applicant / Transferee company be convened and held for the purpose of considering and, if thought fit, to approve, with or without modification(s), the Scheme of Merger of SKG Power Ventures Private Limited, Transferor Company with Entegra Limited, Applicant / Transferee Company on Monday, the 27th day of July, 2009 at 02.30 p.m. at M. C. Ghia Hall, Bhogilal Hargovindas Building, 02nd floor, 18 /20, K. Dubash Marg, Kala Ghoda, Mumbai- 400 001. 2 2. That the meeting of the Unsecured Creditors of the Applicant Company be convened and held for the purpose of considering and, if thought fit, to approve with or without modification, the Scheme of Merger of SKG Power Ventures Private Limited, Transferor Company with Entegra Limited, Applicant/Transferee Company on Monday, the 27th day of July, 2009 at 03.30 p.m. or after the conclusion of the meeting of the Equity Shareholders of the Company at M.C. Ghia Hall, Bhogilal Hargovindas Building, 02nd floor, 18 /20, K. Dubash Marg, Kala Ghoda, Mumbai- 400 001. 3. That convening and holding of the Meeting of the Secured Creditors, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Merger of SKG Power Ventures Private Limited with Entegra Limited is dispensed with in view of the averments made in paragraph 25 of the Affidavit-in-support of the summons for directions and in view of the consents as given by 1 out of 2 secured creditors of the Applicant Company representing 97.72% in value of the total secured creditors, which is annexed as Exhibit “K” to the Affidavit-in-support of the summons for directions. The applicant undertakes to give individual notices of the date of hearing of the Petition by Registered Post A.D. to its remaining secured creditor whose consent is not obtained. The said undertaking is accepted. 3 4. That, at least 21 (twenty one) 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 Merger of SKG Power Ventures Private Limited with Entegra Limited, 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 by pre- paid letter posted under certificate of posting addressed to each of the Equity Shareholders and Unsecured Creditors of the Applicant/Transferee Company at their respective registered or last known address. 5. That, in addition, 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 the time as aforesaid stating that copies of the arrangement embodied in the Scheme of Merger, 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/Transferee Company be published once each in Free Press Journal in English (Mumbai - Edition) and Maharashtra Times in Marathi (Mumbai Edition). The Publications in Maharashtra Government Gazette is dispensed with. 6. That the settling and approving of the form of advertisement, form of proxy, the form of Notice, the statement required to be furnished 4 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 the Shareholders and Unsecured Creditors as per Form No. 36 (Rule 73) (b) issue form of proxy as per Form No.37 (Rule 73) (c) advertise the Notice convening meeting as per Form No. 38 (Rule 74) (d) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956. The undertaking is accepted. 7. Mr. Mukul Kasliwal, Chairman of the Applicant/Transferee Company, and failing him, Mr. V.K.Jain, the Managing Director of the Applicant/Transferee Company, shall be the Chairman of the aforesaid meetings to be held on 27th July, 2009 or at any adjournment/adjournments thereof. 8. That the Chairman appointed for the aforesaid meetings do issue and send out notices of the said meetings referred to above. It is further directed, that the Chairman of the meetings shall have powers under the Companies (Court) Rules, 1959 in relation to conduct of meetings. 9. That the quorum of the meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 5 10.That the quorum of the meeting of the Unsecured Creditors shall be 2 (Two) Unsecured Creditors present either in person or by Proxy or by authorised representative. 11.That the voting by Proxy/ authorised representative be permitted provided that the Proxy/ Authorisation, in the prescribed form duly signed by the persons entitled to attend and vote at the meeting is filed at the Registered Office of the Applicant/Transferee Company not later than 48 hours before the time fixed for the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 12.That the number and value of each of the Equity Shareholders and Unsecured Creditors shall be in accordance with the records of the Company and in the event of any dispute the Chairman of the meetings shall determine the value for the purpose of meetings and his decision in that behalf shall be final. 13.And it is further ordered that the Chairman do report to this court the result of the said meetings within 30 days from the conclusion of the meetings and the said report shall be verified by his affidavit. Company Judge 6