1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.387 OF 2009 In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Arrangement between Zenith Birla (India) Limited and Birla Precision Technologies Limited and Tungabhadra Holdings Private Limited and their Respective Shareholders Birla Precision Technologies Limited, a Company incorporated } Under the provisions of Companies Act, 1956 having its } Registered office at B-15/4, M.I.D.C., Industrial Area, Waluj, } Aurangabad -431133 }…Applicant Company CORAM: S. J. VAZIFDAR J DATE: 3rd April 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: 1. That a meeting of the equity shareholders of the Applicant Company shall be convened and held at the Registered Office of the Company at B-15/4, M.I.D.C., Waluj, Aurangabad- 431133 on 21st May, 2009 at 2.30 p.m. for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Arrangement between Zenith Birla 2 (India) Limited and Birla Precision Technologies Limited, the Applicant company and Tungabhadra Holdings Private Limited and their Respective 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 as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their last known address. 3. That at least 21 days 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 Arrangement, 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 Company as aforesaid and / or at its Advocates Hemant Sethi & Co. having their office at 302 Satnam Building, 3A Sion (West), Mumbai - 400 022, one each in ‘Lokmat Times’ in English and ‘Dainik Lokmat’ in Marathi (both Aurangabad 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 and 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; 3 d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 5. That Mr. M.S. Adige Director of the Applicant Company and in his absence Mr. P.V.R. Murthy, also a Director of the Applicant Company and in his absence Mr. M.S. Arora also a Director of the Applicant Company shall be the Chairman of the meeting of the equity shareholders to be held on 21st May, 2009 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do 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 as per its Articles of Association and also 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 or Resolutions 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) shareholders of the Applicant Company present in person or by proxy. 8. That the voting by proxy is permitted provided that proxy in the prescribed form 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 B-15/4, M.I.D.C Industrial Area, Waluj, Aurangabad -431133 not later than 48 hours before the said meeting as required under Rule 70(2) of the Company Court Rules, 1959. 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. 10. That the convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without 4 modification(s) the Scheme of Arrangement between Zenith Birla (India) Limited and Birla Precision Technologies Limited, the Applicant Company and Tungabhadra Holdings Private Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph twenty nine of the affidavit dated 16th February 2009 of Manish Parikh, Company Secretary of the Applicant Company in support of Summons for Direction. Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Creditors of the date of hearing of petition. The said undertaking is accepted. 11. That the Chairman do report to this Court, the result of the said meeting within 15 days of the conclusion of the meeting and the said Report shall be verified by an affidavit. (S. J. VAZIFDAR J.)