1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 431 OF 2011. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between INDRAJIT POWER PRIVATE LIMITED AND INDRAJIT PROPERTIES PRIVATE LIMITED AND Their Respective Shareholders & Creditors. INDRAJIT POWER PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at 1, Pearl Mansion (N), 91, M. Karve Road, Mumbai 400020, Maharashtra. ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 8th July, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 13th June, 2011 of Mr. Kailash Parihar, Director of the Applicant 2 Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between INDRAJIT POWER PRIVATE LIMITED, the Applicant / Demerged / Transferor Company and INDRAJIT PROPERTIES PRIVATE LIMITED, the Transferee / Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibits “C-1 to C-5” to the Affidavit in support of the Summons for Direction. 2. That a meeting of the Secured Creditors of INDRAJIT POWER PRIVATE LIMITED, the Applicant / Demerged / Transferor Company, be convened and held at 1, Pearl Mansion (N), 91, M. Karve Road, Mumbai 400020, on Monday, 8th day of August, 2011 at 11.00 a.m., for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between INDRAJIT POWER PRIVATE LIMITED, the Applicant / Demerged / Transferor Company and INDRAJIT PROPERTIES PRIVATE LIMITED, the Transferee / Resulting Company. 3. That at least 21 clear days before the meetings to be held as aforesaid, an advertisement and notice convening the said meetings, at the place and time aforesaid and stating that copies of the proposed Scheme of Arrangement and the statement required to be furnished pursuant to Section 393 of the 3 Companies Act, 1956 and form of proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the Office of its Advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, be inserted once each in ‘The Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language. Publication of notice in the Maharashtra Government Gazette is dispensed with. 4. That in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by Speed Post addressed to each of the Secured Creditors at their respective registered or last known addresses. 5. 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 Company undertakes to:- i. advertise the Notice convening meeting as per Form No. 38 (Rule 74) 4 ii. issue Notice convening meeting of the shareholders as per Form No. 36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 6. That Mr. Kailash Parihar, Director of the Applicant Company, failing him, Mr. Riyaz Shaikh, Director of the Applicant Company, is appointed as the Chairman for the above meeting to be held at 1, Pearl Mansion (N), 91, M. Karve Road, Mumbai 400020, on Monday, the 8th August, 2011 at 11.00 a.m. or any adjournment or adjournments thereof. 7. The Chairman appointed for the meeting to issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (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, if any, proposed at the meeting by any person(s). 5 8. That quorum for the aforesaid meeting of the Secured Creditors shall be 1 Secured Creditor present in person or by proxy or through authorised representative. 9. 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 Applicant Company at its Registered Office at 1, Pearl Mansion (N), 91, M. Karve Road, Mumbai 400020, Maharashtra, not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 10. That the value of the Secured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 11. That the Chairman appointed for the meeting to report to this Court the result of the said meeting within 30 days of the conclusion of the respective meetings and the said report shall be verified by his affidavit. 12. That the convening and holding the meeting of the Unsecured Loan Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between INDRAJIT POWER PRIVATE LIMITED, the Demerged / Transferor / Applicant Company and INDRAJIT PROPERTIES PRIVATE LIMITED, the Transferee Company is 6 dispensed with in view of the consents given by all the Unsecured Loan Creditors of the Applicant Company, which are annexed as Exhibits “D-1 to D-5” to the Affidavit in support of the Summons for Direction. 13. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between INDRAJIT POWER PRIVATE LIMITED, the Demerged / Transferor / Applicant Company and INDRAJIT PROPERTIES PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give an individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (S. J. Kathawalla, J.)