IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1366 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation between Jaymoti Aluminum Company Pvt. Ltd. and GAL Aluminum Extrusion Pvt. Ltd. and their respective Shareholders and creditors Jaymoti Aluminum Company Pvt. Ltd., } a Company incorporated Under the } Companies Act, 1956 and having its } Registered office at GAT No.183/3/3 } 10th Malestone, Nagar Kalyan Road, } A/P-Bhalwan, Ahmednagar, Maharashtra. } .. Applicant Company R. M. Vasudeo, Advocate for Applicant Company Called Summons for Direction Coram : S. A. Bobde, J. Date : 19th September, 2008. MINUTES OF THE ORDER IT IS ORDERED : 1 1. That a meeting of the Equity Shareholders of Jaymoti Aluminum Company Pvt. Ltd., the Applicant / Transferor Company be convened and held at Gat No. 180/3/3, 10th Mile stone, Nagar Kalyan Road, A/P Bhalwan, Ahmednagar, Maharashtra, on Monday, 3rd day of November 2008 at 11 a.m. for the purpose of considering and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Amalgamation of Jaymoti Aluminum Company Pvt. Ltd., the Transferor Company with GAL Aluminium Extrusion Pvt. Ltd., “the Applicant / Transferee Company”. 2. That the convening and holding of the meeting of the Secured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Jaymoti Aluminum Company Pvt. Ltd., the Transferor Company with GAL Aluminium Extrusion Pvt. Ltd., “the Applicant / Transferee Company” is dispensed with in view of the consent given by sole Secured Creditor of the Applicant Company, and which is annexed as Exhibit “D” to the affidavit in support of the Summons for Direction. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of Jaymoti Aluminum Company Pvt. Ltd., the Transferor Company with GAL Aluminium Extrusion Pvt. Ltd., “the Applicant / Transferee Company” is dispensed with in view of the averments made in paragraph 17 of the Affidavit dated 29th day August, 2008 of Mr. Sandesh Lodha, Director of the Applicant Company in support of the Summons for Direction. The 2 Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the same in “Lokmat” in Marathi and “Indian Express” in English both having circulation in Aurangabad. The said undertaking is accepted. 4. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Amalgamation and the 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 as aforesaid and/or at the office of its advocate Mr. Roop M. Vasudeo, Hatim Bldg, Office No. 9, IIIrd Floor, 20, Banaji Street, Near Banaji Agaiary, Fort, Mumbai – 400 001, shall be published once each in ‘Indian Express’ in English and ‘Lokmat’ in Marathi both having circulation in Aurangabad. The Publication of notice in the Maharashtra Government Gazette is dispensed with. 5. That in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by Pre – paid letter post under Certificate of Posting addressed to each of the Equity Shareholder at their respective registered or known addresses. 3 6. That the settling and approving of 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. advertise the Notice convening meeting as per form No. 38 (Rule 74) ii. issue Notice convening meeting of the Shareholder as per form No.36 (Rule 73) iii. issue Statement containing all the particular as per Section 393 of the Companies Act, 1956; iv. issue From of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 7. That Mr. Sandesh Rajendra Lodha, Director of the Applicant Company, failing him, Smt. Sujata Rajendra Lodha, Director of the Applicant Company, failing him, Mr. Pritesh Paras Lodha, Director of the Applicant ‘company is appointed as the Chairman for the above meeting to be held at Gat No. 180/3/3, 10th Milestone, Nagar Kalyan Road, A/P Bhalwan, Ahmednagar, Maharashtra, on Monday, 3rd November 2008 at 11 a.m., or any adjournment or adjournments thereof. 8. The Chairman appointed for the meeting do issue the advertisement and send the notice of the meeting referred to above. He shall have all powers under the Articles of Association of the company and under the 4 Company (court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meeting by any person(s). 9. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 Equity Shareholders’ present in person. 10. That voting by proxy / authorised representative be permitted provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant company at its registered office at GAT No.183/3/3 10th Malestone, Nagar Kalyan Road, A/P-Bhalwan, Ahmednagar, Maharashtra, not later than 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 11. That the value of the Equity Shareholder shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 12. That the Chairman appointed for the meeting do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his affidavit. 5 Company Judge 6