IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.256 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of ACC Limited And In the matter of the Scheme of Amalgamation Of 1. Lucky Minmat Limited, 2. National Limestone Company Private Limited, And 3. Encore Cement And Additives Private Limited Into ACC Limited ACC Limited, a company incorporated under the Indian Companies Act, 1913 and having its registered office at “Cement House”, 121, Maharshi Karve Road, Mumbai – 400020, Maharashtra, India; ) ) ) ) ) ……….Applicant Company Called Summons for Direction CORAM : S.J. Vazifdar J Dated : 29th April, 2011 1 Mr. Venkatesh Dhond and Mr. Ashish Kamat i/b M/s Chitnis & Co, Advocate for Applicant Company. MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Venkatesh Dhond and Mr. Ashish Kamat i/b M/s Chitnis & Co. Advocates, for the Applicant and UPON reading the Affidavit dated 24th day of March, 2011 of Mr. Burjor D Nariman, Company Secretary and Head Compliance of the Applicant Company, in support of the Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED- : 1. That a meeting of the Equity Shareholders of the abovenamed Applicant Company be convened and held on Wednesday, the 1st day of June, 2011 at 10.00 a.m. at Yashwantrao Chavan Pratisthan, Gen Jagannathrao Bhonsle Marg, Mumbai - 400021, Maharashtra, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Lucky Minmat Limited, National Limestone Company Private Limited and Encore Cement And Additives Private Limited into ACC Limited. 2. That at least 21 clear days before the day appointed for the meeting as aforesaid, an advertisement convening the same and stating that copies of the said Scheme of Amalgamation and of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the prescribed form of proxy can be obtained free of charge at the registered 2 office of the Applicant or at the office of its advocate, be published once each in “Free Press Journal” in English language and in “Maharashtra Times” in Marathi Edition having circulation in Mumbai. 3. That, in addition, at least 21 clear days before the said meeting to be held as aforesaid, notice convening the meeting, the place and time aforesaid together with a copy of the said arrangement as embodied in the Scheme of Amalgamation a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent by courier to each of the Equity Shareholders of the Applicant at their respective registered or the last known addresses. 4. That the settling and approving of the 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 to this Court is dispensed with. The Applicant undertakes to : (a) issue Notice convening meeting of the shareholders 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. 3 5. That Mr. R A Shah, Director of the Company, in his absence, Mr. M.L. Narula, Director of the Company, in his absence, Mr. Kuldip Kaura, CEO and Managing Director of the Company, and in his absence Mr. Sanjay Asher, shall be the Chairman of the meeting of the Equity Shareholders to be held on Wednesday, the 1st day of June, 2011 at 10.00 a.m. at Yashwantrao Chavan Pratisthan, Gen Jagannathrao Bhonsle Marg, Mumbai - 400021, Maharashtra. 6. That the Chairman appointed for the meeting to issue the advertisement and send out notice of the meeting referred to above. 7. That the quorum of aforesaid meeting shall be five Equity Shareholders present in person. 8. That voting by proxy / authorized representative be permitted provided that the proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting as aforesaid is filed with the Applicant at its registered office at ACC Limited, Cement House, 121 Maharashi Karve Road, Mumbai – 400020, India, not later than 48 hours before the meeting as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the each member shall be in accordance with the books of the Company, and where the entries in the books are disputed, the Chairman shall determine the value for the purposes for the meeting. 4 10.And it is further ordered that the Chairman do report to this Court the result of the said meeting as aforesaid within thirty days of the conclusion of the meeting and that the said report shall be verified by his affidavit. 11. That the convening and holding the meeting of the Secured and Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, the arrangement embodied in the Scheme of Amalgamation of Lucky Minmat Limited, National Limestone Company Private Limited and Encore Cement And Additives Private Limited into ACC Limited is dispensed with in view of the undertaking given by the Applicant Company to settle and satisfy all the dues of all the Secured and the Unsecured Creditors of the Applicant Company as on 31st January, 2011 as and when they become due and also to publish the notice of final hearing of petition in two local newspapers, namely, “Maharashtra Times” in Marathi Edition in Marathi language and “Free Press Journal” in English Edition in English language both having circulation in Mumbai thereby informing all the Secured and the Unsecured Creditors of the Applicant Company about the final hearing of Petition and the undertaking to give individual notice of hearing of Petition by R.P.A.D. to the Unsecured Creditors of the value of Rs. 50,00,000/- (Rupees Fifty Lacs only) and above is accepted. 12. I have dispensed with even giving individual notices to the creditors below the value of Rs.50.00 lacs in the special facts and circumstance of this case. The net worth of the transferor company is Rs.5.00 crores. The net worth of the transferee company as on date is Rs.6469.49 crores. The 5 value of the creditors below Rs.50.00 lacs is about Rs.160.00 to Rs. 170.00 crores. The secured creditors of the value of Rs.500.00 crores have given their consent to the scheme. The IDBI Trustship Service Ltd. is the secured creditor in view of its position as a debenture trustees. I am informed that beneficiaries under the trusts are essentially institutional investors. Further there are about 4677 creditors of the value below Rs. 50.00 lacs. They are essentially the trade creditors. It is in these circumstances, the above dispensation has been granted. (S. J. Vazifdar, J) 6