IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 173 OF 2010 In the matter of the Companies Act,1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement In the matter of Mumbai Realty Division of Ethix Realtors Private Limited AND In the matter of Ethix Realtors Private Limited a company registered under the Companies Act, 1956 and having its Registered Office at Sanskriti, Plot No 2, Citi Park, S.No 586/A/B/1, Bibwewadi, Pune- 411 037 AND In the matter of Euro Ceramics Limited a company registered under the Companies Act, 1956 and having its registered office at Boston House, Ground Floor, Suren Road, Chakala, Andheri (East), Mumbai-400 093. AND Demerger of the Mumbai Realty Division of Ethix Realtors Private Limited as a going concern to Euro Ceramics Limited 2 Euro Ceramics Limited ) A company registered under the Companies Act, ) ) 1956 and having its registered office at Boston ) House, Ground Floor, Suren Road, Chakala, Andheri (East), Mumbai – 400 093 ) ) …Applicant Called Summons for Directions Coram: S. J. Kathawalla J Date : 12th March 2010 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocate for Applicant. MINUTES OF ORDER Upon the Application of the Applicant above named by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., for Applicant, AND upon reading the Affidavit dated 4th March, 2010 of Mr. Paresh Kanji Shah, Authorized Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: - 3 1. That the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement involving Demerger of the Mumbai Realty Division of Ethix Realtors Private Limited as a going concern to Euro Ceramics Limited, the Applicant Company be held and convened on Wednesday, the 21st April, 2010, at 10:00 AM at Sir Pochkanwala Bankers Training (SPBT) College, JVPD Scheme, Vile Parle (W), Mumbai - 400056. 2. That at least 21 clear days before the day appointed for the meeting, an Advertisement convening the same and stating that copies of the said arrangement and of the statement required to be furnished pursuant to section 393 and forms of proxy can be obtained free of charge at the registered office of the company or at the office of its Advocates, be inserted once in two Newspapers, viz, “Free Press Journal” published in English and “Maharashtra Times” published in Marathi both circulated in Mumbai. 3. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting at the place and time 4 aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by prepaid letter post under Certificate of Posting addressed to each of the Equity Shareholders at their respective registered or last known addresses. 4. 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 Sec 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar is Dispensed with. The Applicant Company 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) 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. 5 5. That Mr. Nenshi L. Shah, Chairman and Managing Director of the Applicant Company, and failing him, Mr. Paresh K. Shah, the Director of the Applicant Company, shall be the Chairman of the meeting. 6. That the Chairman appointed for the meeting shall issue an advertisement and send out the notices of the meeting referred to above. 7. That the Quorum for the said meeting shall be 5 Equity shareholders present in person. 8. That voting by Proxy/ authorized representative be permitted, provided that a proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Company at its registered office not later than 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 6 9. That the value of each member shall be in accordance with books of the Company, and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the Meeting. 10. And it is further ordered that the Chairman do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his Affidavit. 11. That the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement involving the Demerger of the Mumbai Realty Division of Ethix Realtors Private Limited as a going concern to Euro Ceramics Limited, the Applicant Company is dispensed with in view of the undertaking given by the Applicant Company in paragraph 20 of the Affidavit in Support of Summons For Directions. The Applicant Company undertakes to procure as many consents as possible of the Secured Creditors and to annex the same to the Company Scheme Petition and so far as the rest of the Secured Creditors whose consents are not obtained and annexed to the company petition, the Applicant Company undertakes to issue individual notices 7 of the hearing of the petition by R.P.A.D. to the said Secured Creditors. The said undertaking is accepted. 12. That convening and holding the meeting of the Non Convertible Debenture holders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement involving Demerger of the Mumbai Realty Division of Ethix Realtors Private Limited as a going concern to Euro Ceramics Limited, the Applicant Company is dispensed with in view of the Consent given by the sole Non Convertible Debenture holder of the Applicant Company which is annexed as Exhibit L to the Affidavit in Support of Summons for Direction. 13. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement involving the Demerger of the Mumbai Realty Division of Ethix Realtors Private Limited as a going concern to Euro Ceramics Limited, the Applicant Company is dispensed with in view of the undertaking given by the Applicant Company to issue individual notices of the date of 8 hearing of the Petition by R.P.A.D. to the Unsecured Creditors of the value of Rs. 50,000/- and above. The said undertaking is accepted. (S. J. Kathawalla, J.)