: 1 : IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 796 OF 2010 In the matter of the Companies Act, 1956; And In the matter of Sections 391 & 394 of the said Act And In the matter of Scheme of Amalgamation of:- 1. Amstrin Healthcare Limited 2. Varsha Mines & Granites Limited 3. Euclid Pharmaceuticals Limited 4. Million Bullion Biz. Pvt. Ltd. And 5. Varsha Technologies Limited With 6. Varsha Corporation Limited Varsha Corporation Limited, Varsha, 13, Adarsh Society, Ramchandra Lane Extn., Malad (W), Mumbai -400 064. ……Applicant / Transferee Company Called Summons For Direction CORAM: S. J. Vazifdar, J. DATE : 10th December, 2010 Shri Pramod Kumar Parida i/b P.K.P Legal Solutions, Advocate for Applicant. MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Shri Pramod Kumar Parida i/b P.K.P Legal Solutions, Advocate for Applicant AND UPON READING the Affidavit dated 16th April, 2010 and further Affidavit dated 23rd August, 2010 of Shirish Shantilal Jain, Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT :- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation : 2 : of Amstrin Healthcare Limited, (the First Transferor Company), Varsha Mines & Granites Limited, (the Second Transferor Company), Euclid Pharmaceuticals Limited, (the Third Transferor Company), Million Bullion Biz. Pvt. Ltd., (the Fourth Transferor Company) and Varsha Technologies Limited, (the Fifth Transferor Company) with Varsha Corporation Limited, (the Transferee Company) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits O1 to O12 to the Affidavit in support of the Summons for Direction. 2. 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 of Amalgamation of Amstrin Healthcare Limited, (the First Transferor Company), Varsha Mines & Granites Limited, (the Second Transferor Company), Euclid Pharmaceuticals Limited, (the Third Transferor Company), Million Bullion Biz. Pvt. Ltd., (the Fourth Transferor Company) and Varsha Technologies Limited, (the Fifth Transferor Company) with Varsha Corporation Limited, (the Transferee Company) is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits – II to XIV to the further Affidavit in support of the Summons for Direction. 3. That a meeting of the Secured Creditors of the Applicant Company be convened and held at Varsha, 13, Adarsh Society, Ramchandra Lane Extn., Malad (W), Mumbai – 400 064 on Friday, the 21st day of January, 2010 at 11.30 am in the noon, for the purpose of considering and if thought fit, approving with or without modifications, the proposed Scheme of Amalgamation of Amstrin Healthcare Limited, (the First Transferor Company), Varsha Mines & Granites Limited, (the Second Transferor Company), Euclid Pharmaceuticals Limited, (the Third Transferor Company), Million Bullion Biz. Pvt. Ltd., (the Fourth Transferor Company) and Varsha Technologies : 3 : Limited, (the Fifth Transferor Company) with Varsha Corporation Limited, (the Transferee Company). 4. 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 Scheme of Amalgamation and of the statement required to be furnished pursuant to Section 393 and Forms of Proxy can be obtained free charge at the registered office of the company or at the office of its advocate, be inserted once in the Maharashtra Gazette and once each is Free press Journal in English and Maharashtra Times in Marathi, having circulation in Mumbai. 5. 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 said Scheme of Amalgamation, 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 Secured Creditors at their respective registered or last known addresses. 6. That the settling and approving of the form of advertisement, 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). 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. : 4 : 7. The Shri. Shantilal J. Jain, and failing him, Shri Shirish Shantilal Jain shall be the Chairman of the meeting to be held on 21st January, 2011 as aforesaid. 8. That the Chairman appointed for the meeting to issue the advertisement and send out the notices of the meeting referred to above. 9. That the quorum for the said meeting shall be 10 Secured Creditors present either in person or by proxy or by authorised representation. 10. 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 Varsha, 13, Adarsh Society, Ramchandra Lane Extn., Malad (W), Mumbai – 400 064., not later than 48 hours before the meeting as provided under Rule 70 of the Companies (Court) Rules, 1959. 11. That the value of each creditor 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. 12. And it is further ordered that the chairman to 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. (S. J. Vazifdar, J)