IN THE HIGH COURT OF JUDICATURE OF BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.932 OF 2009 In the matter of Companies Act, 1956 And In the matter of Sections 391 of the Companies Act, 1956; And In the matter of Scheme of Compromise between City Realcom Ltd. having its registered Head office at 96, B-wing, 9th Floor, Mittal Towers, Nariman Point, Mumbai 400021 And Its Creditors City Realcom Ltd. a Limited Company registered under the Companies Act, 1956 having its Registered office at 96, B-wing, 9th Floor, Mittal Towers, Nariman Point, Mumbai 400021 through its Director Manoj Vighe, Adult, Indian Inhabitant having Addresss at 96 “B” Wing, Mittal Towers, Nariman Point, Mumbai 400021 ) ) ) ) ) ) ) ) ) ) ) …. Applicant Company CALLED SUMMONS FOR DIRECTIONS: Coram : S. J. Kathawalla J. Date: 9th September 2009 Mrs. Alpana Ghone alongwith Mr. Simil Purohit with Adv. Virendra Maurya and Adv. Nirmala Bhosale i/b V. N. Associates, for Applicant 1 MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by the Summons for Directions AND UPON HEARING Mr. Simil Purohit, Council with Mr. Virendra Maurya i/b. V. N. Associates Advocates, for the Applicant Company, AND UPON READING the Affidavit dated 21st August 2009 of Manoj Vighe, the Director of the Applicant Company in support of Summons for Directions and the Exhibits therein referred to; IT IS ORDERED: 1. That a meeting of Class “A” Creditors (as defined in the Proposed Scheme) of the Applicant Company be convened and held on Wednesday, the 7th day of October 2009 at 11:00 O’ clock, for the purpose of considering and, if though fit, approving, with or without modification, the proposed scheme of arrangement of Applicant company with its creditors at Garware Club, (Wankhade Stadium), D- Road, Churchgate, Mumbai 400 020. 2. That a separate meeting of Class “B” Creditors (as defined in the Proposed Scheme) of the Applicant Company be convened and held on Wednesday, the 7th day of October 2009 at 3:00 p.m., for the purpose of considering and, if though fit, approving, with or without modification, the proposed scheme of arrangement of the Applicant company with its Creditors at Garware Club, (Wankhade Stadium), D- Road, Churchgate, Mumbai 400 020. 2 3. That at least 21 clear days before the date of the aforesaid two respective meetings to be held as aforesaid, an advertisement convening the said meetings, indicating the day, the date, the place and time 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 Company, be published once each in two local newspaper, viz, “Free Press Journal” in English and in “Maharashtra Times” in the Marathi both having circulation in Mumbai. The publication of the Advertisement in the Maharashtra Government Gazette is dispensed with. 4. That, in addition, at least 21 clear days before the date of the aforesaid two respective meetings to be held as aforesaid, a notice convening the said meetings indicating the day, the date, the place and time 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 Forms of Proxy, shall be sent by pre-paid letter under Certificate of Posting addressed to each of the Class “A” and Class “B” Creditors of the Applicant Company at their respective registered or last known addresses. 3 5. 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 Company undertakes to: a. Advertise the Notice convening Meetings as per Form No.38 (Rule 74) b. Issue statement containing all the particulars as per Section 393 and other applicable provisions, if any, of the Companies Act, 1956 c. Issue Form of Proxy as per Form No.37 d. Issue Notice convening meeting as per Form No.36 (Rule 73) The undertaking is accepted. 6. Mr. Kesar Baig, Accountant, failing him, Ms. Nirmala K. Bhosale, Advocate, failing him, Mr. Akram Khan, Sales Manager, failing him, Mr. Rajiv Lamba, Executive Director, is appointed as the Chairman of the both meetings of Class “A” and Class “B” Creditors, to be held on 7th October 2009. 7. The quorum of the meeting of Class “A” Creditors is fixed at 20 Class “A” Creditors present in person or by proxy or through Authorised Representative. 4 8. The quorum of the meeting of Class “B” Creditors is fixed at 20 Class “B” Creditors present in person or by proxy or through Authorised Representative. 9. That the Chairman appointed for the aforesaid two meetings to issue advertisement and sent out notices of the aforesaid meetings referred to above. The Chairman is free to avail the services of the Applicant Company or any agency for carrying out the said directions. It is further directed that the Chairman of the meetings 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 for the meetings including an amendment to the Scheme or Resolution if any, proposed at the meetings by any person(s) and to ascertain the decision of the meetings on a poll. 10. 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 meetings or by his authorized representative, is filed with the Applicant at its Registered officer at 102, B-wing, 10th Floor, Mittal Towers, Nariman Point, Mumbai 400021, not later than 48 hours before the said respective meetings as per Rule 70 of the Company (Court) Rules 1959. 11. That the value of the each creditor shall be in accordance with the records or registers of the Applicant Company and where the entries 5 in the books are disputed the Chairman shall determine the value for the purpose of the meetings. 12. That the Chairman shall report to this Court the result of the said meetings within 14 days of the conclusion of the respective meetings and the said report shall be verified by his Affidavit. 13. In view of the averments made in paragraph No.10 of the Affidavit in Support of Summons for Directions, the convening and holding of the meetings of the Shareholders and the Un-Secured Creditors of the Applicant Company are dispensed with. 14. Certified copy be expedited Company Judge 6