1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY APPLICATION NO.1295 OF 2009 In the matter of Sections 100, 391 & 394 of Companies Act, 1956 AND In the matter of Scheme of Arrangement between Kalyani Steels Limited and Chakrapani Investments & Trades Limited and Surajmukhi Investment & Finance Limited and Gladiolla Investments Limited and Kalyani Investment Company Limited and their respective Shareholders Chakrapani Investments & Trades Limited, a Company } Incorporated under the provisions of Companies Act, } 1956 having its registered office at Mundhwa, Pune 411036 }...Applicant CORAM : Dr. D.Y. CHANDRACHUD J DATE: 18th DECEMBER 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated 27th day of November, 2009 of Mrs. Deepti Puranik, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if, thought fit, approving, with or without modification, the proposed Arrangement between Kalyani Steels Limited and Chakrapani Investments & Trades Limited, the Applicant Company and Surajmukhi 2 Investment & Finance Limited and Gladiolla Investments Limited and Kalyani Investment Company Limited and their respective Shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘C1 to C7’ to the affidavit in support of the Summons for Directions. 2. That convening and holding of the meeting of Sole 6% Non-Cumulative Redeemable Preference Shareholder of the Applicant Company, for the purpose of considering, and if, thought fit, approving, with or without modification, the proposed Arrangement between Kalyani Steels Limited and Chakrapani Investments & Trades Limited, the Applicant Company and Surajmukhi Investment & Finance Limited and Gladiolla Investments Limited and Kalyani Investment Company Limited and their respective Shareholders (“Scheme”) is dispensed with in view of consent given by Sole 6% Non-Cumulative Redeemable Preference Shareholder of the Applicant Company which is annexed as Exhibits ‘D’ to the affidavit in support of the Summons for Directions. 3. That convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering, and if, thought fit, approving, with or without modification, the proposed Arrangement between Kalyani Steels Limited and Chakrapani Investments & Trades Limited, the Applicant Company and Surajmukhi Investment & Finance Limited and Gladiolla Investments Limited and Kalyani Investment Company Limited and their respective Shareholders (“Scheme”) is dispensed with in view of averments made in paragraph forty one of the affidavit in support of the Summons for Directions. Applicant undertakes to issue individual notices to all its Unsecured Creditors of the date of hearing of petition. The undertaking is accepted. 3 4. That there are no Secured Creditors in Chakrapani Investments & Trades Limited, the Applicant Company as mentioned in paragraph forty two of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. (DR. D.Y. CHANDRACHUD J)