1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 680 OF 2011. In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of AVIRODH FINANCIAL SERVICES LIMITED WITH KARMA ENERGY LIMITED KARMA ENERGY LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Empire House, 214 Dr. D.N. Road, Ent.A.K.Nayak Marg, Fort, Mumbai – 400 001. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 18th November, 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 above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 2nd day of November, 2011 of S. Srinivasan, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 2 1. That a meeting of the Equity Shareholders of KARMA ENERGY LIMITED, “the Applicant/ Transferee Company” be convened and held at M.C.Ghia Hall. 4th Floor, Bhogilal Hargovinda Building,18/20 K.Dubash Marg, Kalag- hoda, Mumbai – 400 001.on Thursday, the 29th day of December , 2011 at 2.00 p.m, for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of AVIRODH FINANCIAL SERVICES LIMITED, the Transferor Company with KARMA ENERGY LIMITED, the Applicant / Transferee Company. 2. That at least 21 clear days before the meeting to be held as aforesaid, an ad- vertisement convening the said meeting, at the place and time aforesaid and stating that copies of the proposed Scheme of Amalgamation and the state- ment 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 M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published once each in two local news papers viz. “Free Press Journal”, in English language and transla- tion thereof in “Maharashtra Times”, in Marathi language, both having circu- lation in Mumbai. Publication of notice in the Maharashtra Government Gaz- ette is dispensed with. 3. That, in addition, at least 21 clear days before the meeting to be held as afore- said, a notice convening the said meeting at the place and time aforesaid, to- gether with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall 3 be sent by courier addressed to each of the Equity Shareholders at their re- spective 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 Re- gistrar of this Court is dispensed with. The Applicant Company undertakes to:- i. advertise the Notice convening meeting as per Form No. 38 (Rule 74) ii. issue Notice convening meeting of the Equity 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. 5. That Mr. Dharmendra G. Siraj, Chairman of the Applicant Company, failing him, Mr. Chetan D. Mehra, Director of the Applicant Company, failing him, Mr. Ganesh N. Kamath, Managing Director of the Applicant Company is ap- pointed as the Chairman for the above meeting of Equity Shareholders to be held at M. C. Ghia Hall. 4th Floor, Bhogilal Hargovinda Building, 18/20 K. Dubash Marg, Kalaghoda, Mumbai – 400 001 on Thursday, the 29th day of December , 2011 at 2.00 p.m., or any adjournment or adjournments thereof. 4 6. 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 un- der the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for decid- ing procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meeting by any person(s). 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 / 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 Empire House, 214 Dr. D.N. Road, Ent.A.K.Nayak Marg, Fort, Mumbai – 400 001 not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the Equity Shareholders shall be in accordance with the books of the Applicant Company and where the entries in the books are dis- puted, the Chairman shall determine the value for the purpose of the meeting. 10. 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 meeting and the said report shall be verified by his affidavit. 5 11. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amal- gamation of AVIRODH FINANCIAL SERVICES LIMITED, the Transferor Company with KARMA ENERGY LIMITED, the Applicant / Transferee Company, is dispensed with in view of the consents given by the 3 Secured Creditor of the Applicant Company, which are annexed as Exhibits “G-1 to G- 3” and No due Letter given by the 1 Secured Creditor of the Applicant Com- pany, which are annexed as Exhibit “ G-4” to the affidavit in support of the Summons for Direction. Further the Applicant given an undertaking in para- graph 16 of the said Affidavit to issue an individual notice of date of hearing of Petition by Registered Post A. D. to its remaining sole Secured Creditors whose consents have not been obtained and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and transla- tion thereof in “Maharashtra Times”, in Marathi language, both having circu- lation in Mumbai. The said undertaking is accepted 12. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Am- algamation of AVIRODH FINANCIAL SERVICES LIMITED, the Transferor Company with KARMA ENERGY LIMITED, the Applicant / Transferee Company, is dispensed with in view of the consents given by 6 out of 13 Un- secured Creditors of the Applicant Company, which are annexed as Exhibits “H-1” to “H-6” to the Affidavit in support of the Summons for Direction. The Applicant has given an undertaking in paragraph 17 of the said Affidavit to is- sue an individual notice of date of hearing of Petition by Registered Post A. D. 6 to its remaining Unsecured Creditors whose consents have not been ob- tained 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. C. Dharmadhikari, J)