1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 127 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Kala Kosh Auctions Private Limited (‘KKAPL’ or ‘the Transferor Company’) and Shirpur Gold Refinery Limited (‘SGRL’ or ‘the Transferee Company’) and their respective Shareholders and Creditors SHIRPUR GOLD REFINERY LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at Refinery Site at Shirpur, Shirpur, Dist. Dhulia, Maharashtra – 425 405. ) ) ) ) ) ) ) ) ……. Applicant Company 2 Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 11th February, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2nd February, 2010 of Mr. Prasanna Kumar, Executive of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of Shirpur Gold Refinery Limited (“the Applicant Company”) be convened and held at the registered office of the company at Refinery Site 3 at Shirpur, Shirpur, Dist. Dhulia, Maharashtra – 425 405 on, Thursday, the 18th day of March, 2010 at 11 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Kala Kosh Auctions Private Limited and Shirpur Gold Refinery Limited and their respective Shareholders and Creditors. 2. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the 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, shall be published in Times of India, in English and Apala Khandesh, in Marathi, both circulated at Shirpur. 4 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said meeting at the place and time 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 pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company 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 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) issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73) 5 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. That Shri Himanshu Mody, Director of the Applicant Company or failing him, Shri V.K.Agarawal, Director of the Applicant Company, or failing him, Shri Gaurang Tripathi, Vice President of the Applicant Company, shall be the Chairman of the aforesaid meeting of the Equity Shareholders to be held at the registered office of the company at Refinery Site at Shirpur, Shirpur, Dist. Dhulia, Maharashtra – 425 405 on, 18th day of March, 2010 at 11 a.m., or any adjournment or adjournments thereof. 6 6. That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (Five) Equity Shareholders present in person. 8. That voting by proxy/ authorized 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 Refinery Site at Shirpur, Shirpur, Dist. Dhulia, Maharashtra – 425 405, not later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Companies (Court ) Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are 7 disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 10. That the Chairman do report to this Court, the result of both the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme is dispensed with in view of the consent given by the sole Secured Creditor of the Applicant Company, which is annexed as Exhibit “H” to the affidavit in support of these Summons for Directions. 12. 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 is dispensed with in view of the averments made in paragraph 8 19 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in Times of India, in English and Apala Khandesh, in Marathi both circulated in Shirpur. The said undertaking is accepted. ( S. J. Kathawalla, J. )