1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 276 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation OF Gloryshine Property Developers Private Limited ( ‘the Transferor Company’) WITH Sarthak Industries Limited (‘the Transferee Company’) AND their respective shareholders SARTHAK INDUSTRIES LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 302, Devkrupa Building, 28, Raichur Street, Mumbai 400 009, Maharashtra, India. ) ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. J. VAZIFDAR, J Date: 6TH MAY 2011 Mr. Hemant Sethi i/b. Hemant Sethi & 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. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th April, 2011 of Mr. Amit Jain, Company Secretary, of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1. That a meeting of the Equity Shareholders of Sarthak Industries Limited, the Applicant Company, be convened and held at its Registered office on the 6th day of June 2011, at 12.30 P.M., for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Gloryshine Property Developers Private Limited, the Transferor Company with Sarthak Industries Limited, the Applicant/Transferee Company and their respective shareholders . 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 of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and a form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company and/or at the office of its advocates, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai. 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 of Amalgamation, a copy of the statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy, shall be sent by pre-paid letter posted by courier 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: (i) Issue Notices convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73); 3 (ii) Issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (iii) Issue Form of Proxy as per Form No. 37 (Rule 73); and (iv) Advertise the Notice convening meeting as per Form No. 38 (Rule 74). The undertaking is accepted. 5. That Mr. Virendra Kumar Gupta, Director of the Applicant Company, and failing him/her, Mr. Vijay Agrawal, Manager- Accounts of the Applicant Company, and failing him/her, Mr. Ajit Jain, Practicing Company Secretary and Shareholder of SIL of the Applicant Company, shall be the Chairman of the aforesaid Meeting to be held at Registered office on 6th day of June, 2011 at 12.30 PM or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting to 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 five (5) Equity Shareholders present in person. 8. That voting by proxy/ authorised 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 302, Devkrupa Building, 28, Raichur Street, Mumbai 400 009, Maharashtra, India, not later than, 48 hours before the aforesaid Meeting. 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 disputed, the Chairman of the respective meeting shall determine the value for the purpose of the aforesaid Meeting. 4 10. That the Chairman of the meeting to report to this Court, the results of 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 of the meetings of the Secured Creditors of the Applicant Company to consider and, if thought fit, to approve with or without modification(s), the proposed Scheme of Amalgamation of Gloryshine Property Developers Private Limited, ‘the Transferor Company’ with Sarthak Industries Limited, ‘the Applicant /Transferee Company’ and their respective shareholders is dispensed with in view of the consents given by both the Secured Creditors which are annexed as Exhibits G1 and G2 to the Affidavit in support of Company Summons for Direction. 12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve, the proposed Scheme of Amalgamation of Gloryshine Property Developers Private Limited, ‘the Transferor Company’ with Sarthak Industries Limited, ‘the Applicant/Transferee Company’ and their respective shareholders is dispensed with in view of the averments made in paragraphs 15 & 18 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to issue individual notices of hearing of the Petition by R.P.A.D to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice in one issue each of a daily newspaper viz, the ‘Free Press Journal’ in English and the ‘Maharashtra Times’ in Marathi, both of which are circulated in Mumbai. The undertaking is accepted. (S. J. VAZIFDAR, J)