1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.530 OF 2009 In the matter of the Companies Act I of 1956 AND In the matter of Section 391 to 394 of the Companies Act, 1956 AND In the matter of the Scheme of Arrangement between SHREE UTTAM STEEL AND POWER LIMITED AND UTTAM GALVA STEELS LIMITED UTTAM GALVA STEELS LIMITED a Company ) incorporated under the Companies Act, 1956) having its Registered Office at Uttam House ) 69,P D Mello Road, Mumbai 400 009 ) …….... APPLICANT Called Summons for Direction CORAM : S. C. Dharmadhikari J 2 DATE : 24th April, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant abovenamed by a Summons for Directions AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co for the Applicant Company, AND UPON reading the Affidavit dated 23rd April, 2009 of Mr. Raghvendra Agarwal, Senior Vice President and Company Secretary of the Applicant Company in support of Summon for Directions and the Exhibits referred to therein, IT IS ORDERED:- 1. That the meeting of the Equity Shareholders of Uttam Galva Steels Limited, the Applicant Company shall be convened and held at M. C. Ghia Hall, 18/20, K. Dubhash Marg, Kala Ghoda, Mumbai-400 001 on Saturday, the 6th day of June 2009 at 11.00 a.m. for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Shree Uttam Steel and Power Limited, the Demerged Company and Uttam Galva Steels Limited, the Applicant/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 3 date,the place and time as aforesaid be published once in 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 and form of proxy can be obtained free of charge from the Registered office of the Applicant Company or its Advocate M/s Hemant Sethi & Co having their Office at 302 Satnam Building, 3-A Sion (West) Mumbai 400 022. 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 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 4 (i) Issue Notice convening meeting of the shareholders as per Form No.36 (Rule 73) (ii) Issue Form of Proxy as per form No.37 (Rule 73) (iii) advertise the notice convening meeting as per Form No.38 (Rule 74) (iv) Issue Explanatory Statement containing all the particulars as per section 393 of the Companies Act, 1956 The undertaking is accepted. 5. That Mr. Milind. D. Narvekar, Company Registrar High Court, Bombay and failing him Mr. Rajinder Miglani, Chairman & Managing Director of the Applicant Company and failing him Mr. Praveen Miglani, Director of the Applicant Company shall be the Chairman of the meeting of Equity Shareholders of the Applicant Company to be held on Saturday, the 6th day of June 2009 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the meeting do issue the advertisements and sent out the notice of the meeting referred here in above. It is further directed that the Chairman of the meeting shall have all powers as per Articles of Association of the Applicant Company and also under the Companies (Court) Rules 1959 in relation to the conduct of the meeting including for deciding any procedural question 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 5 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 Uttam House, 69 P D’ Mello Road, Mumbai 400 009 not later than 48 hours before the meeting as provided under Rule 70 of the Company (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 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 the convening and holding of the meeting of Secured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Shree Uttam Steel and Power Limited, the Applicant Company and Uttam Galva Steels Limited, the Resulting Company is dispensed with in view of averment made in paragraphs 17 and 24 of the Affidavit in 6 Support of Summons for Directions. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D to all its Secured Creditors. The said undertaking is accepted. 11.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 Shree Uttam Steel and Power Limited, the Applicant Company and Uttam Galva Steels Limited, the Resulting Company is dispensed with in view of averments made in paragraph 17 and 25 of the Affidavit in Support of Summons for Directions. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D to its Unsecured Creditors having outstanding balance of Rs. 5,00,001/- and above. The said undertaking is accepted. 12.That the Chairman do report to this Court the result of the said meeting within 15 days of the conclusion of the meeting and that the said report shall be verified by an affidavit made by the Chairman. 13.That the Chairmans fee is quantified at Rs.20,000/-. The same shall include the cost of any other person or persons that the Chairman may appoint / engage to assist him as well as all other individual expenses, if any, incurred by him. 7 COMPANY JUDGE