1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.22 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Essar Steel Orissa Limited; And In the matter of Scheme of Amalgamation of Essar Steel (Hazira) Limited, Hazira Plate Limited, Hazira Pipe Mill Limited and Essar Steel Orissa Limited with Essar Steel Limited and their respective shareholders and creditors Essar Steel Orrisa Limited ) a company incorporated under ) the Companies Act, 1956 and having ) its Registered Office at Essar House ) 11, Keshavrao Khadya Marg, Mahalaxmi ) Mumbai 400 034 ) ...Applicant/ Fourth Transferor Company Called for Summons for Directions Coram: S.J Kathawalla, J. Dated: 15th January, 2010 Mr. Anshul Gupta i/b Rajani Associates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mr. Anshul Gupta instructed by 2 Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 11th day of December, 2009 of Mr. Dilip Doekar, the Authorised Signatory of the Applicant, in support of the Summons for Directions and the Exhibits thereto referred, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Amalgamation of Essar Steel (Hazira) Limited (the "First Transferor Company") and Hazira Plate Limited (the "Second Transferor Company") and Hazira Pipe Mill Limited (the "Third Transferor Company") and Essar Steel Orissa Limited (the "Applicant/ Fourth Transferor Company") with Essar Steel Limited (the "Transferee Company") and their respective shareholders and creditors is dispensed with as all the Equity Shareholders have given their consents to the Scheme of Amalgamation which are annexed as Exhibits N-1 to Exhibit N-8 to the Affidavit in Support of Summons for Direction. 2. That the convening and holding the meeting of the Preference Shareholders of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Amalgamation of 3 Essar Steel (Hazira) Limited (the "First Transferor Company") and Hazira Plate Limited (the "Second Transferor Company") and Hazira Pipe Mill Limited (the "Third Transferor Company") and Essar Steel Orissa Limited (the "Applicant/ Fourth Transferor Company") with Essar Steel Limited (the "Transferee Company") and their respective shareholders and creditors is dispensed with as one of the Preference Shareholder has given its consent to the Scheme of Amalgamation which is annexed as Exhibit – N-1 to the Affidavit in Support of Summons for Direction; 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Amalgamation of Essar Steel (Hazira) Limited (the "First Transferor Company") and Hazira Plate Limited (the "Second Transferor Company") and Hazira Pipe Mill Limited (the "Third Transferor Company") and Essar Steel Orissa Limited (the "Applicant/ Fourth Transferor Company") with Essar Steel Limited, (the "Transferee Company" and their respective shareholders and creditors is dispensed with since the Applicant undertakes to give individual notice of date of final hearing of the Company Petition by Registered 4 Post Acknowledgement Due to all its Unsecured Creditors of the Applicant. The undertaking is accepted. 4. That a meeting of the Secured Creditors of the Applicant Company be convened and held on Wednesday, the February 10, 2010 at its registered office at Essar House 11, Kashevrao Khadya Marg, Mahalaxmi, Mumbai, Maharashtra, for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the proposed Scheme of Amalgamation of Essar Steel (Hazira) Limited (the "First Transferor Company") and Hazira Plate Limited (the "Second Transferor Company") and Hazira Pipe Mill Limited (the "Third Transferor Company") and Essar Steel Orissa Limited (the "Applicant/ Fourth Transferor Company") with Essar Steel Limited, (the "Transferee Company") and their respective shareholders and creditors; 5. That at least 21 clear days before the day appointed for the meeting of the Secured Creditors, an advertisement convening the said meeting and stating that the copies of the said Scheme of Amalgamation and of the Explanatory Statement required to be furnished pursuant to the Section 393 of the Companies Act, 1956 and prescribed forms of 5 proxy can be obtained free of charge at the Registered Office of the Applicant and/or at its Advocates Office i.e. 204- 207 Krishna Chambers, 59 New Marine Lines, Mumbai 400 020 be published once each in the "Free Press Journal" in the English language and "Maharashta Times" in Marathi language both in the Mumbai edition. 6. That the publication of notices of the meeting of the Secured Creditors in the Government Gazette is dispensed with; 7. That, in addition, at least 21 clear days before the meeting of the Secured Creditors to be held as aforesaid, a notice convening the said meeting at the day, date, place and time aforesaid, together with a copy of the said Scheme of Amalgamation, and a copy of the explanatory statement required to be furnished pursuant to the Section 393 of the Companies Act, 1956 and prescribed forms of proxy, by prepaid letter post Under Certificate of Posting addressed to each of the Secured Creditors of the Applicant, at their respective registered or last known addresses; 8. That the setting and approving of the form of the advertisement, form of proxy, the form of notices, the statement required to be furnished pursuant to the Section 6 393 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 meeting as per Form No.38 (Rule 74) of Companies (Court) Rules, 1959; b) issue Notice convening meeting of the shareholders as per Form No. 36 (Rule 73) of Companies (Court) Rules, 1959; 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) of Companies (Court) Rules, 1959. 9. That Mr. S. Shankaranarayanan, the authorised signatory, failing him, Mr. Girish Sathe, the authorised signatory and failing him, Mr. N B Vyas, the authorised signatory shall be the Chairman of the meeting to be held as aforesaid; 7 10. That the quorum for the meeting of the Secured Creditors shall be two (2) Secured Creditors present in person or by proxy or through authorized representative; 11. 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 or by his authorised representative is filed with the Applicant Company at its registered office at Essar House 11, Kashevrao Khadya Marg, Mahalaxmi, Mumbai, Maharashtra, not later than 48 hours before the meeting as required under Rule 70 of Companies (Court) Rules, 1959; 12. That the Chairman appointed for the aforesaid meeting do 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 under the Articles of Association of the Applicant and under the Companies (Court) Rules, 1959 in relation to the conduct of meeting including an amendment to the Scheme or resolution, if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting on a poll; 8 13. That the value of the vote of each of the Secured Creditors of the Applicant shall be in accordance with the records of the Applicant and/or its registers, and where the entries in the records or registers are disputed, the Chairman of the meeting shall decide the same for the purpose of meeting and his decision in that behalf would be final; 14. That the Chairman shall report to this Court the result of the meeting within fourteen (14) days of the conclusion of the meeting and that the reports shall be verified by an affidavit made by the Chairman; 15. Issuance of Certified copy of this order is expedited. (S.J. Kathawalla, J.)