~ 1 ~ IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 234 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956 and other applicable provisions of the Companies Act, 1956; And In the matter of Hindalco Industries Limited; And In the matter of Scheme of Arrangement involving financial restructuring of Hindalco Industries Limited and its Equity Shareholders; Hindalco Industries Limited, a Company ) incorporated under the provisions of the ) Companies Act, 1956 and having its Registered ) Office at Century Bhavan, 3rd floor. Dr. Annie ) Besant Road Worli Mumbai 400 030, Maharashtra. )…Applicant Company Called Summons for Directions CORAM: S. J. Vazifdar J. DATE: 27th February 2009 Mr. Shyam Mehta alongwith Ms. Renuka Shetty i/b M/s Chitnis & Co. MINUTES OF ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Shyam Mehta alongwith Ms. Renuka Shetty i/b M/s Chitnis & Co., ~ 2 ~ Advocates for Applicant AND UPON reading the Affidavit dated 20th February, 2009 of Mr. Anil Malik, Company Secretary of the Applicant in support of Summons for Directions, IT IS ORDERED :- 1. That a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at Ravindra Natya Mandir, P.L Deshpande Maharashtra Kala Academy, Prabhadevi, Mumbai– 400 025, India on Thursday, the 02nd day of April, 2009 at 10.00 a.m, for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Arrangement of Hindalco Industries Limited and its Equity Shareholders. 2. That at least 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 copy of the Scheme of Arrangement, copy of Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by a pre-paid letter posted under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered last known address. 3. That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meeting indicating the day, the date and the place and time as aforesaid be published, stating that the copies of the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free ~ 3 ~ of charge from the registered office of the Applicant Company, once each in ‘Free Press Journal’ in English ( Mumbai edition) and ‘Maharashtra Times’ in Marathi (Mumbai Edition). Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That 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:- (a) advertise the Notice convening meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the Equity Shareholders as per Form No.36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 5. That Mr. A.K. Agarwala, Director of the Applicant Company, and in his absence, Mr.E.B. Desai, Director of the Applicant Company, and failing him, Mr. C.M. Maniar, Director of the Applicant Company, shall be the Chairman of the meeting of the Equity Shareholders to be held on the 02nd day of April, 2009 or at any adjournment or adjournments thereof. ~ 4 ~ 6. That the Chairman appointed for the aforesaid meeting to issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers 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 on any other matter including the amendment/s to the Scheme of Arrangement if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of Equity Shareholders shall be 5 (five) Equity Shareholders of the Applicant Company present in person. 8. That the voting by proxy/authorized representative is permitted provided that proxy in the prescribed form/authorisation and 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 Century Bhavan, 3rd floor, Dr. Annie Besant Road Worli Mumbai 400 030, Maharashtra not later than 48 hours before the said meeting as required under Rule 70 of the Company Court Rules. 9. That the number of the shares of each shareholder shall be in accordance with the record or 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 purposes of the meeting and his decision in that behalf would be final. ~ 5 ~ 10. That the convening and holding of the meeting of the Secured and Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Arrangement of Hindalco Industries Limited and its shareholders is dispensed with in view of averments made in paragraphs 19 and 20 of the affidavit in support of Summons for Direction. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to all its Secured Creditors and to such Unsecured Creditors of the value above Rs. 10 lakhs. The Undertaking is accepted. 11. That the separate procedure to be followed under the provisions of Section 101 (2) of the Companies Act, 1956 for the purpose of reduction of Securities Premium Account is dispensed with as in view of the averments made in paragraph 14 of the Affidavit in support of Summons for Direction. The Applicant undertakes to pass a special resolution for the said purpose in the in the extra ordinary general meeting to be conducted soon after the conclusion of the above mentioned meeting of Equity Shareholders. The undertaking is accepted. 12. That the convening and holding the meeting of the Preference Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Arrangement of Hindalco Industries Limited and its Equity Shareholders, is dispensed with in view of the paragraphs 17 and 18 of the affidavit in support of Summons for Directions. ~ 6 ~ 13. The Chairman to report the result of the meeting within 30 days from the date of the meeting and the said report shall be verified by the Affidavit. 14. Certified copy of this Order is expedited. Sd/- COMPANY JUDGE