IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.223 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Sections 391 & 394 of the said Act And In the matter of Scheme of Amalgamation of 1. Scan Steels Limited With 2. Clarus Infrastructure Realties Limited Clarus Infrastructure Realties Limited, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 7/A, 2nd Floor, Beaumoon Chambers, 27/33, N.M. Road, Fort, Mumbai -400 001. ……Applicant / Transferee Company Called Summons for Direction Coram : S.J. Vazifdar J. Date : 8th April, 2011 Ms. Pooja Kshirsagar i/b. Kartikeya & Assocaites, Advocates for Applicant 1 MINUTES OF THE ORDER UPON the application of the abovementioned Applicant Company by a Company Summons for Direction and UPON HEARING Ms. Pooja Kshirsagar, Counsel instructed by M/s. Kartikeya and Associates, Advocates for the Applicant and UPON READING the Affidavit dated 10th January, 2010 of Avani Suresh Popat, Authorized Representative of the Applicant Company in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of the Applicant abovenamed be convened and held at 7/A, 2nd Floor, Beaumoon Chambers, 27/33, N.M. Road, Fort, Mumbai -400 001 on Wednesday, 16th day of May 2011, at 11.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation of Scan Steel Limited with Clarus Infrastructure Realties Limited, the Applicant Company. 2. That at least 21 clear days before the day appointed for the meeting as aforesaid, a notice convening the said meeting, indicating the day, date, time and place as aforesaid, stating that copies of the said Scheme of Amalgamation and of the Explanatory Statement required to be furnished pursuant to Section 393 and Form of Proxy can be 2 obtained free of charge at the registered office of the Applicant, be published once each in the Free Press Journal (Mumbai Edition) in English and in Maharashtra Times ((Mumbai Edition) in Marathi, Publication of advertisement in the Maharashtra Government Gazette is dispensed with. 3. That in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting indicating the date, place and time as aforesaid, together with a copy of the Scheme of Amalgamation and 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 addressed to each of the Equity Shareholders 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 and the Statement required to be sent under 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 the meeting of the Equity Shareholders as per Form No.36 (Rule 73) 3 b. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; c. issue Form of Proxy as per Form No.37 (Rule 73) d. advertise the notice convening the meeting as per Form No.38 (Rule 74); The undertaking is accepted. 5. That Mr. Ramesh Mishra, Independent Director of the Applicant, failing him Mr. Satyajit Mishra, practising Company Secretary of the Applicant, and failing him Mr. Kartikeya G. Desai, Advocate of the Applicant, shall be the Chairman of the meeting of the Equity Shareholders to be held on aforesaid or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the meeting to issue the advertisement and send out the Notice of the meeting referred to above. 7. That the quorum for the meeting of the Equity Shareholders shall be five (5) Equity Shareholders of the Applicant present in person. 8. That voting by proxy/authorized representative is permitted provided that proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting or by his authorized representative as aforesaid is filed with the Applicant at its registered 4 office at 7/A, 2nd Floor, Beaumoon Chambers, 27/33, N.M. Road, Fort, Mumbai -400 001, not later than 48 hours before the time fixed for the meting, as provided under Rule 70 of Companies (Court) Rules, 1959. 9. That the value or number of shares of each Equity Shareholder shall be in accordance with the records and registers of the Applicant and where the entries in the records and registers are disputed, the Chairman of the meeting shall determine the value or number for the purposes for the meeting. 10.That the Chairman to report to this Court the result of the said meeting within 21 days of the conclusion of the said meeting and that the said Report shall be verified by an Affidavit made by the Chairman. 11.There are no secured and unsecured creditors of the Appellant Company as stated in paragraph 33 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of secured and unsecured creditors does not arise. (S.J. VAZIFDAR J.) 5