1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 50 OF 2011 In the matter of Section 391 & 394 of the Companies Act, 1956 And In the matter of Autoline Industries Limited And In the matter of Scheme of Arrangement in the form of Amalgamation between Nirmiti Autocomponents Private Limited And Western Pressing Limited With Autoline Industries Limited Autoline Industries Limited, a Company incorporated } under the provisions of the Companies Act, 1956 having } its registered office at Survey Nos. 313, 314, 320 To 323 } Nanekarwadi, Taluka Khed, Chakan, Pune 410501 }…Applicant Called Summons for Direction COARM: S. C. Dharmadhikari J. DATE: 21st day of January, 2011 Mr. Rahul A. Risbud, Advocate for Applicant. MINUTES OF ORDER UPON the Application of the above-named Applicant Company by Summons for Direction, AND UPON hearing Shri Rahul A. Risbud, Advocate for the Applicant Company, AND UPON reading the affidavit dated 21st December 2010 of Mr. Manavazhi Venugopal Radhakrishnan, Director of the Applicant 2 Company in support of the Summons for Direction, and the exhibits therein referred to, IT IS ORDERED: 1) That a meeting of Equity Shareholders of the above Applicant Company be convened and held at Survey No. 291-295, Nanekarwadi, Chakan, Tal. Khed, Dist. Pune 410501 on Tuesday the 1st day of March 2011 at 10.00 a.m., for the purpose of considering, and if thought fit, approving, with or without modification(s) the proposed Arrangement in the form of Scheme of Amalgamation between Nirmiti Autocomponents Private Limited, the Transferor Company No. 1 and Western Pressing Limited, the Transferor Company No. 2 with Autoline Industries Limited, the Transferee Company. 2) That a meeting of Secured Creditors of the above Applicant Company be convened and held at Survey No. 291-295, Nanekarwadi, Chakan, Tal. Khed, Dist. Pune 410501 on Tuesday the 1st day of March 2011 at 12.00 p.m., for the purpose of considering, and if thought fit, approving, with or without modification(s) the proposed Arrangement in the form of Scheme of Amalgamation between Nirmiti Autocomponents Private Limited, the Transferor Company No. 1 and Western Pressing Limited, the Transferor Company No. 2 with Autoline Industries Limited, the Transferee Company. 3) That a meeting of Unsecured Creditors of the above Applicant Company be convened and held at Survey No. 291-295, Nanekarwadi, Chakan, Tal. Khed, Dist. Pune 410501 on Tuesday the 1st day of March 2011 at 2.30 p.m., for the purpose of considering, and if thought fit, approving, with or without modification(s) the proposed Arrangement in the form of Scheme of Amalgamation between Nirmiti Autocomponents Private Limited, the Transferor Company No. 1 and Western 3 Pressing Limited, the Transferor Company No. 2 with Autoline Industries Limited, the Transferee Company. 4) That at least 21 clear days before the date appointed for the aforesaid meetings the advertisement convening the same and stating that the copies of the said Scheme of Amalgamation and of the Explanatory Statement required to be furnished pursuant of Section 393 of the Compsanies Act, 1956 and forms of proxy can be obtained free of charge at the registered office of the Applicant Company be published in two local Newspapers, viz. Pudhari in Marathi and DNA in English having circulation at Pune and publication thereof in Maharashtra Government Gazette is dispensed with. 5) That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at place and the time aforesaid, together with a copy of the said Scheme of Amalgamation, a 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 post under certificate of posting addressed to each of the Equity Shareholders, Secured Creditors and Unsecured Creditors of the Applicant Company at their respective registered or last known addresses. 6) 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 : (a) issue Notice convening meeting of the shareholders as per Form No.36 (Rule 73); (b) issue Form of Proxy as per Form No.37 (Rule 73); 4 (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. 7) That Mr. Manavazhi Venugopal Radhakrishnan, Director of the Applicant Company, and failing him, Mr. Shivaji T. Akhade, Director of the Applicant Company, and failing him, Mr. Sudhir Mungase, Director of the Applicant Company shall be the Chairman of the meetings to be held on 1st day of march 2011 as aforesaid or any adjournments thereof. 8) That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting(s) referred to above. He shall have all power under the Article of Association of the Company and under the Company (Court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the Scheme / Resolution, if any, proposed at the meeting by any person(s). 9) That the quorum for the meeting of the Equity Shareholders shall be 5 Equity Shareholders present in person. 10) That the quorum for the meeting of the Secured Creditors shall be 2 Secured Creditors present either in person or by proxy or through representative. 11) That the quorum for meeting of the Unsecured Creditors shall be 5 Unsecured Creditors present either in person or by proxy or through representative. 5 12) That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the company at its registered office at Survey Nos. 313, 314, 320 To 323 Nanekarwadi, Taluka Khed, Chakan, Pune 410501 not later than 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 13) That the value of each of the Equity Shareholder, Secured Creditor and Unsecured Creditor shall be in accordance with the Books/ Registers of the Applicant Company and where the entries in the Books/ Registers are disputed, the Chairman shall determine the value for purpose of the meeting. 14) And it is further ordered that the Chairman do file his report in this Court the result of the said meetings within 30 days of the conclusion of the meetings, and the said report shall be verified by his affidavit. (S. C. Dharmadhikari J.)