IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.820 OF 2010 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Lafarge India Private Limited, a company incorporated under the Companies Act, 1956 and having its Registered office at Bakhtawar, 14 th floor, 229, Nariman Point, Mumbai- 400 021. And In the matter of Scheme of Amalgamation of Lafarge Rajasthan Cement Limited with Lafarge India Private Limited. Lafarge India Private Limited, a company incorporated under the Companies Act, 1956 and having its Registered office at Bakhtawar, 14 th floor, 229, Nariman Point, Mumbai- 400 021. …Applicant Company CORAM: S. J. Vazifdar J. DATE: 16 th December, 2010 Mr. Vikram B. Trivedi with Mr. Rashid Boatwalla i/b M/s Manilal Kher Ambalal & Co. Advocates for the Applicant Company. MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON hearing Mr. Vikram Trivedi i/b M/s Manilal Kher Ambalal & Co., Advocate for the Applicant Company AND UPON reading the Affidavit dated 1 st December, 2010 and Additional Affidavit dated 15 th December, 2010 of Ms. Chandana Dhar, Company Secretary of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of Applicant Company, for the purpose of considering, and if thought fit, for approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Lafarge Rajasthan Cement Limited with Lafarge India Private Limited is hereby dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits ‘G-1’ and ‘G-2’ to the Affidavit in support of the Company Summons for Direction. 2. That the meeting of the Secured Creditors of the Applicant Company shall be convened and held at Walchand Hirachand Hall, Indian Merchants Chamber, IMC Bldg., IMC Marg, Churchgate 400 020 at 3.00 p.m. on 3 rd February, 2011 for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of Lafarge Rajasthan Cement Limited with Lafarge India Private Limited. 3. That a separate meeting of the Unsecured Creditors of the Applicant Company having a claim of Rs.7,50,000/- and above shall be convened and held at Walchand Hirachand Hall, Indian Merchants Chamber, IMC Bldg., IMC Marg, Churchgate 400 020 at 4.00 p.m. on 3 rd February, 2011 for the purpose of considering, and if thought fit, approving, with or without 2 modification, the arrangement embodied in the Scheme of Amalgamation of Lafarge Rajasthan Cement Limited with Lafarge India Private Limited. 4. That at least 21 clear days before the date of the meetings to be held as aforesaid, an advertisement convening the said meetings indicating the day, the date, the place and time aforesaid, stating that copies of the Scheme, notice, the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and forms of proxies can be obtained free of charge at the Registered office of the Applicant Company or at the office of its Advocates i.e., M/s. Manilal Kher Ambalal & Co., MKA Chambers, (Crossley House), British Hotel Lane, Off Bombay Samachar Marg, Fort, Mumbai – 400 001 be published once each in the “Free Press Journal” in English and translation thereof in “Maharashtra Times” in Marathi. Publication of the advertisement in the Maharashtra Government Gazette is dispensed with. 5. That, in addition, at least 21 clear days before the date of the convening of the meetings to be held as aforesaid, a notice convening the said meetings indicating the day, the date, the place and time aforesaid together with copies of the Scheme, a copy of the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the Prescribed Form of Proxy shall be sent by pre-paid letter under the Certificate of Posting addressed to each of the Secured and Unsecured Creditors of the Applicant Company at their respective registered or last known address. 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 Company undertakes to: a. Advertise the Notice convening the meeting of Secured Creditors and Unsecured Creditors as per Form No. 38 (Rule 74); 3 b. Issue notice convening the meeting of the Secured and Unsecured Creditors of the Applicant Company as per Form No. 36 (Rule 73); c. Issue statement containing all the particulars as per Section 393 of the Companies Act, 1956; d. Issue Form of Proxy as per Form No. 37 (Rule 73). The undertaking is accepted. 7. Mr. Uday Khanna, the Director and Chief Executive Officer of the Applicant Company, and failing him, Ms. Reva Prakash, the Sr. Vice President, HR of the Applicant Company and failing her Mr. Shantanu Mallik, the Sr. Vice President, Meghalaya Project of the Applicant Company shall be the Chairman of both the aforesaid meetings of the Secured and Unsecured creditors of the Applicant Company to be held on 3 rd day of February, 2011 at 3.00 p.m. and 3 rd February, 2011 at 4.00 p.m. respectively and in respect of any adjournment/s thereof. 8. That the Chairman appointed for the aforesaid meetings to issue advertisement and send out notices of the aforesaid meetings referred to above. 9. That quorum for the aforesaid meeting of the Secured Creditors shall be two (2) Secured Creditors present in person or by proxy or by authorised representative. 10. That the quorum for the meeting of the Unsecured Creditors shall be two (2) Unsecured Creditors present in person or by proxy or by authorised representative. 11. That voting by proxy/ authorised representative is permitted provided that the Proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the aforesaid meetings is filed with the Applicant Company at its Registered Office at Bakhtawar, 14 th floor, 229, 4 Nariman Point, Mumbai- 400 021, not later than 48 hours before the respective meeting, as provided under Rule 70 of the Companies Court Rules, 1959. 12. That the value of the amounts of the Secured and Unsecured Creditors shall be in accordance with the records or registers of the Applicant Company and where the entries in the records or registers are disputed, the Chairman shall determine the value and number for the purpose of the meetings. 13. That the Chairman to report to this Court, the result of the said meetings within 14 days of the conclusion of the meetings and the said report shall be verified by his Affidavit. 14. The Applicant Company shall publish the date of the final hearing of the Petition in the newspapers and also send individual notice of the date of the final hearing of Petition by R.P.A.D. addressed to each of the Secured and Unsecured Creditors at their respective registered or last known address. (S. J. Vazifdar J.) 5