IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 779 OF 2010. In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Arrangement between Mahimna Mercantile Credits Limited. And Traitrya Constructions Finance Limited. And Shriyam Auto-Fin Limited. And Neptune Steel Strips Limited. And Mindtree Industrial Finance Limited. And Vishvakarma Equipment Finance (India) Limited. And Valuecorp Securities & Finance Limited. And Pearl Housing Finance (India) Limited. And Creative Ashtech Power Projects Private Limited. 2 VISHVAKARMA EQUIPMENT FINANCE (INDIA) ) LIMITED a Company incorporated under the ) Companies Act, 1956 and having its Registered ) Office at Office No. 60 - B, 4th Floor, 9 Bhupen ) Chambers, Dalal Street, Fort Mumbai - 400 001 ) … APPLICANT Called Summons for Direction CORAM : S.J.VAZIFDAR ,J DATE : 26TH NOVEMBER, 2010 Mr. Rajesh Shah i/b Rajesh Shah & Co, Advocates for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah i/b Rajesh Shah & Co, Advocate for the Applicant Company, AND UPON reading the Affidavit dated 23rd November, 2010 of Mr. Shashank Vijayakar, Director of the Applicant Company in support of Company Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:- 1. That the meeting of the Equity Shareholders of Vishvakarma Equipment Finance (India) Limited,the Applicant Company be convened and held at the registered office of the Applicant Company situated at Office No. 60 - B, 4th Floor, 9, Bhupen Chambers, Dalal Street, Fort, Mumbai - 400 001 on Friday, the 31st day of December, 2010 at 1.30 p.m , for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Mahimna Mercantile Credits Limited, the First Demerged Company and Traitrya Constructions Finance Limited, the Second Demerged Company and Shriyam Auto-Fin Limited, the Third Demerged Company and Neptune Steel Strips Limited, the Fourth Demerged Company and Mindtree Industrial Finance Limited, the Fifth Demerged Company and Vishvakarma Equipment Finance (India) Limited, the Applicant/ Sixth Demerged Company and Valuecorp Securities and Finance Limited, the Seventh Demerged Company and Pearl Housing Finance (India) Limited, the Eighth Demerged Company and Creative Ashtech Power Projects Private Limited, 3 the Resulting Company. 2. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement of notice convening the said meeting, indicating the day, the date, the place and time as aforesaid be published, once each in “The Free Press Journal” Mumbai Edition in English and “Maharashtra Times” Mumbai Edition in Marathi both circulating in Mumbai, stating that the copies of the said Scheme of Arrangement and the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 and the form of proxy can be obtained free of charge from the Registered office of the Applicant Company or its Advocate M/s Rajesh Shah & Co having their office at Oriental Bldg,1st Floor, 30 N. M.Road, Flora Fountain, Mumbai-400 001. Publication in Maharashtra Government Gazette is dispensed with. 3. That, in addition, atleast 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with a copy of the said Scheme of Arrangement, copy of the Explanatory Statement as required to be sent under Section 393 of the Companies Act,1956, and the prescribed form of proxy shall be sent by prepaid letter posted under certificate of posting addressed to each of the Equity Shareholders of the Applicant Company at their respective or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Explanatory 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 (a) Issue Notice convening meeting of the Equity shareholders as per Form No.36 (Rule 73) of the Companies (Court) Rules, 1959. (b) Issue Form of Proxy as per form No.37 (Rule 73) of the Companies (Court) Rules, 1959. (c) Advertise the notice convening meeting as per Form No.38 (Rule 74) of the Companies (Court) Rules, 1959. 4 (d) Issue Explanatory Statement containing all the particulars as per section 393 of the Companies Act, 1956. The undertaking is accepted. 5. That Mr. Pradip Shroff, Director of the Applicant Company, and failing him, Mr. Shashank Vijayakar, Managing Director of the Applicant Company, and failing him, Mr. Bankim Shah, Director of the Applicant Company, shall be the Chairman of the meeting of the Equity Shareholders of the Applicant Company to be held on Friday the 31st day of December, 2010 or at any adjournment or adjournments thereof. 6. That the Applicant Company do issue the advertisements and sent out the notice of the meeting referred here in above as per the direction of the Chairman of the meeting. It is further directed that the Chairman of the meeting shall have all powers as per Articles of Association of the Applicant Company, the Companies Act,1956 and also under the Companies (Court) Rules,1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjourned or adjournments thereof or any other matter including the amendment/s to the Scheme of Arrangement or Resolutions if any, proposed at the meeting by any person(s) to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (Five) Equity Shareholders present in person. 8. That the voting by proxy/ authorised representative is permitted, provided that proxy in prescribed form/ authorisation 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 Office No. 60 - B, 4th Floor, 9, Bhupen Chambers, Dalal Street, Fort, Mumbai - 400 001, not later than 48 hours before the meeting as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the number of shares of each Equity Shareholders shall be in accordance with the records and register of the Applicant Company and where the entries in the register are 5 disputed, the Chairman of the meeting shall determine the number for the purpose of the meeting and his decision in that behalf would be final. 10. That convening and holding of the meeting of the 7% Non Cumulative Redeemable Preference Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Mahimna Mercantile Credits Limited, the First Demerged Company and Traitrya Constructions Finance Limited, the Second Demerged Company and Shriyam Auto-Fin Limited, the Third Demerged Company and Neptune Steel Strips Limited, the Fourth Demerged Company and Mindtree Industrial Finance Limited, the Fifth Demerged Company and Vishvakarma Equipment Finance (India) Limited, the Applicant / Sixth Demerged Company and Valuecorp Securities and Finance Limited, the Seventh Demerged Company and Pearl Housing Finance (India) Limited, the Eighth Demerged Company and Creative Ashtech Power Projects Private Limited, the Resulting Company, is dispensed with in view of the consents given by the sole 7% Non Cumulative Redeemable Preference Shareholders of the Applicant Company which is annexed as Exhibit “C” to the Affidavit in Support of Company Summons for Direction. 11. That there are no Secured Creditors of the Applicant Company as stated in paragraph 65 of the Affidavit in Support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 12. That the 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 modifications, the Scheme of Arrangement between Mahimna Mercantile Credits Limited, the First Demerged Company and Traitrya Constructions Finance Limited, the Second Demerged Company and Shriyam Auto-Fin Limited, the Third Demerged Company and Neptune Steel Strips Limited, the Fourth Demerged Company and Mindtree Industrial Finance Limited, the Fifth Demerged Company and Vishvakarma Equipment Finance (India) Limited, the Applicant/ Sixth Demerged Company and Valuecorp Securities and Finance Limited, the Seventh Demerged Company and Pearl 6 Housing Finance (India) Limited, the Eighth Demerged Company and Creative Ashtech Power Projects Private Limited, the Resulting Company, is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits “D-1 to D-4” to the Affidavit in Support of Company Summons for Direction. 13. That the Chairman do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and that the said report shall be verified by his affidavit. (S. J. VAZIFDAR, J)