IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.765 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 read with Section 100 to 104 of the Companies Act, 1956 AND In the matter of JHAVERI WELDFLUX LIMITED a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION BETWEEN - VHCL INDUSTRIES LIMITED … Transferor Company AND JHAVERI WELDFLUX LIMITED …Transferee Company JHAVERI WELDFLUX LIMITED, ) a company incorporated under the ) provisions of the Companies Act, 1956 ) and having its Registered Office at ) 306, Commodity Exchange Building, ) Plot No.2, 3 & 4, Sector - 19, Vashi, ) Navi Mumbai – 400705. ) … Applicant / Transferee Company Called Summons for Direction Coram: S .C. Dharmadhikari, J. 2 Dated: 16th December, 2011. Mr. Rizvi Nasir Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of JHAVERI WELDFLUX LIMITED, the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Nasir Ali, Advocate for the Applicant Company and upon reading the Affidavit dated 2nd December, 2011 of Mr. Nimesh Joshi, Director for the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’) being a copy of the Proposed composite Scheme of Arrangement and Amalgamation), IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of the Applicant / Transferee company be convened and held, for the purpose of considering and, if thought fit, to approve, with or without modification(s), the Composite Scheme of Arrangement and Amalgamation of VHCL INDUSTRIES LIMITED, Transferor Company with JHAVERI WELDFLUX LIMITED, Applicant / Transferee Company on Wednesday, the 25th day of January, 2012 at 11.00 a.m. at Shelter Palace, 4th Floor, Plot No. 179/ A, Sector -19 – C Behind State Bank of India Building, Dana Bunder, Vashi, Navi Mumbai – 400 705. 2. There are no Secured Creditors of the Applicant Company, as stated in paragraph 25 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Arrangement and Amalgamation of VHCL INDUSTRIES LIMITED, Transferor Company with JHAVERI WELDFLUX LIMITED, Applicant / Transferee Company is dispensed with in view of the consents given by 2 out of 3 Unsecured creditors of the Applicant Company, which are annexed as Exhibits “K-1” and “K-2” to the Affidavit-in-support of the Summons for Directions and in view of the averments made in paragraph 26 of the said Affidavit. The Applicant undertakes to issue individual notice of hearing of Petition by R.P.A.D. to its remaining Unsecured Creditor. The said undertaking is accepted. 4. That in view of the averments made in paragraphs 27 to 29 of the Affidavit in support of Summons for Direction, inter alia, stating that the reduction of Share Capital does not involve diminution of any liability in respect of unpaid Share Capital or payment to shareholder of paid up share capital and that the creditors are in no way affected by the proposed reduction of the Applicant Company, the provisions of and the procedure prescribed under Section 101(2) of the Companies Act,1956 is dispensed with. 5. That, at least 21 (twenty one) clear days before the meeting to be held as aforesaid, Notices convening the said meeting indicating the day, the date, the place and the time as aforesaid, together with a copy of the Composite Scheme of Arrangement 4 and Amalgamation of VHCL INDUSTRIES LIMITED, Transferor Company with JHAVERI WELDFLUX LIMITED, Applicant / Transferee Company, copy of the Explanatory Statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed Form of Proxy shall be sent by pre-paid letter posted under Registered Post A.D. / Courier addressed to each of the Equity Shareholders of the Applicant / Transferee Company at their respective registered or last known address. 6. That, in addition, at least 21 (twenty one) clear days before the meetings to be held as aforesaid, Notices convening the said meeting indicating the day, the date, and the place and the time as aforesaid, stating that copies of the arrangement embodied in the Composite Scheme of Arrangement and 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 of charge from the Registered Office of the Applicant / Transferee Company be published once each in Free Press Journal in English language (Mumbai - Edition) and Maharashtra Times in Marathi language (Mumbai Edition). The Publications in Maharashtra Government Gazette is dispensed with. 7. 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 undertakes to :- 5 (a) issue Notice convening meeting of the Equity 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. 8. Mr. Jayesh Jhaveri, Director of the Applicant Company, failing him, Mr. Nimesh Joshi, Director of the Applicant Company, failing him, Mr. Atul Mehta, Director of the Applicant Company / Transferee Company shall be the Chairman of the aforesaid meeting to be held on Wednesday, the 25th day of January, 2012 or at any adjournment/adjournments thereof. 9. That the Chairman appointed for the aforesaid meeting do issue and send out notices of the said meetings referred to above. It is further directed, that the Chairman of the meeting shall have powers under the Companies (Court) Rules, 1959 in relation to conduct of meetings. 10. That the quorum of the meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 11. That the voting by Proxy/ authorised representative be permitted provided that the Proxy / Authorisation, in the prescribed form duly signed by the persons entitled to attend and vote at the meeting is filed at the Registered Office of the Applicant/Transferee Company 6 not later than 48 hours before the time fixed for the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 12. That the number and value of each of the Equity Shareholders shall be in accordance with the records of the Applicant / Transferee Company and in the event of any dispute the Chairman of the meeting shall determine the value for the purpose of meeting. 13. And it is further ordered that the Chairman do report to this Court the result of the said meeting within 30 days from the conclusion of the meeting and the said report shall be verified by his affidavit. (S. C. DHARMADHIKARI, J.)