1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 126 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Kala Kosh Auctions Private Limited (‘KKAPL’ or ‘the Transferor Company’) and Shirpur Gold Refinery Limited (‘SGRL’ or ‘the Transferee Company’) and their respective Shareholders and Creditors KALA KOSH AUCTIONS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 135, Continental Building, Dr. A.B. Road, Worli Mumbai – 400 018. ) ) ) ) ) ) ) ) ) ……. Applicant Company 2 Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 11th February, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2nd February, 2010 of Mr. Ashok Sanghvi,, Accounts Manager 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 Kala Kosh Auctions Private Limited, the 3 Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the proposed Scheme of Arrangement between Kala Kosh Auctions Private Limited, the Transferor Company and Shirpur Gold Refinery Limited, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “D1” and “D2” to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 of Affidavit in support of Summons for Direction. Hence, question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme is 4 dispensed with in view of the averments made in paragraph 17 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times , in Marathi, both circulated in Mumbai. The said undertaking is accepted. ( S. J. Kathawalla, J. )