1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1501 OF 2008 In the matter of the Companies Act, 1956; And In the matter of Section 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation of Maharashtra Industrial Exports Pvt. Ltd. and Nagpur Pulverisers & Minerals Pvt. Ltd. with Maharashtra Metal Powders Ltd. Maharashtra Metal Powders Ltd. a ) Company incorporated under the ) Companies Act 1956 (1 of 1956) and ) having its registered office at 116, ) Trinity Building, 227, Dr. C. H. ) Street, Behind Parsi Dairy, ) Marine Lines (East), Mumbai – 400 002. ) ...Applicant Company Called for Summons for Directions Coram: A. M. Khanwilkar J. Date : 24 th October, 2008 Mr. Ramesh Saraogi, for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Ramesh 2 Saraogi, Advocate for the Applicant Company. AND UPON READING the Affidavit dated 20th day of October, 2008 of Mr. Sharad Khandelwal, Authorised Signatory of the Applicant Company in support of Summons for Directions, IT IS ORDERED :- 1. Ordered that a meeting of the Equity Shareholders of the Applicant Company be convened and held on Monday, 1st December, 2008 at 11.45 a.m. at Silk Merchant Association Hall, Kalbadevi Road, 480, Dhanukar Building, 1st Floor, Room No. 26, Mumbai – 400 002, for the purpose of considering and if, thought fit, approving with or without modification the Scheme of Amalgamation of Maharashtra Industrial Expor ts Pvt. Ltd. (the First Transferor Company) and Nagpur Pulverisers & Minerals Pvt. Ltd. (the Second Transferor Company) with Maharashtra Metal Powders Ltd. (the Transferee Company). 2. That at least 21 (Twenty One) clear days before the meeting to be held as aforesaid, a notice shall be published in “Free Press Journal” in English Language and in “Maharashtra Times” in Marathi Language stating the day, date, time and place of meeting and stating that copies of the Scheme of Amalgamation and the Statement required to be furnished pursuant to the Section 393 of the Companies Act, 1956 and Form of Proxy can be obtained free of 3 charge at the registered office of the Applicant Company as aforesaid and / or at the office of its Advocates i.e. Ramesh Saraogi, Advocate, High Court, 1006, Dheeraj Valley Tower, Near Sai Baba Complex, Ciba Road, Goregaon (East), Mumbai – 400063. 3. That at least 21(Twenty One) clear days before the meeting to be held as aforesaid, a notice convening the said meeting together with the copy of Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be send under the certificate of posting to all the Equity Shareholders of the Applicant Company at their respective registered or last known address. 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 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. Issue Notice convening meeting of the Shareholders as per Form No.36 (Rule 73). ii. Advertise the Notice convening meeting as per Form No.38 (Rule 74). 4 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. 5. Mr. Arun Bhandari, Director of the Applicant Company, and failing him, Mr. Madan Mohan Agarwal, Director of the Applicant Company, and failing him, Mr. Lalit Bhandari, Director of the Applicant Company, is appointed as the Chairman of the aforesaid meeting of the Equity Shareholders of the Company to be held at Silk Merchant Association Hall, Kalbadevi Road, 480, Dhanukar Building, 1st Floor, Room No.26, Mumbai – 400 002, Monday the 1st day of December, 2008, at 11.45 a. m. or any adjournment or adjournments thereof. 6. The Chairman appointed for the meeting do issue advertisement and send out the notices of the meeting referred to above. It is further directed, that the Chairman of the meeting shall have all powers under the Articles of Association of the Applicant Company and under the Companies (Court) Rules 1959 in relation to conduct of meeting including an amendment to the Scheme or 5 resolution, if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting on a poll. 7. The quorum for the aforesaid meeting of the Equity Shareholders of the Applicant Company shall be 5 (Five) Equity Shareholders present in person. 8. The 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 Applicant Company at its registered office at 116, Trinity Building, 227, Dr. C. H. Street, Behind Parsi Dairy, Marine Lines (East), Mumbai – 400 002, not later than 48 (Forty Eight) hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 9. That the value of the Shares of each of the Equity Shareholders 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. 6 10. That the Chairman do report to this Court, the result of the said meeting within 21 (Twenty One) days of the conclusion of the meeting and the said report shall be verified by his Affidavit. 11. That convening and holding 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 Amalgamation of Maharashtra Industrial Expor ts Pvt. Ltd. (the First Transferor Company) and Nagpur Pulverisers & Minerals Pvt. Ltd. (the Second Transferor Company) with Maharashtra Metal Powders Ltd. (the Transferee Company) is dispensed with in view of the averments made in the paragraph No.20 of the Affidavit in Support of Summons for Directions. The Applicant Company undertakes to issue the individual Notice of hearing of the Petition by Registered Post A. D. (R. P. A. D.) to all its Secured Creditors and also to publish the advertisement of Notice of hearing of the Petition in English language in “Free Press Journal” and in “Maharashtra Times” in Marathi Language. The undertaking is accepted. 12. 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 Amalgamation of Maharashtra Industrial Expor ts Pvt. Ltd. 7 (the First Transferor Company) and Nagpur Pulverisers & Minerals Pvt. Ltd. (the Second Transferor Company) with Maharashtra Metal Powders Ltd. (the Transferee Company) is dispensed with in view of the consents given by 28 out of 45 Unsecured Creditors which are annexed as Exhibit - “J-1”to “J-28” and the averments made in the paragraph No.21 of the Affidavit in Support of Summons for Directions. The Applicant Company undertakes to issue the individual Notice of hearing of the Petition by Registered Post A. D. (R. P. A. D.) to all its Unsecured Creditors and also to publish the advertisement of Notice of hearing of the Petition in English language in “Free Press Journal” and in “Maharashtra Times” in Marathi language. The undertaking is accepted. Company Judge