IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 631.OF 2011 In the matter of the Companies Act I of 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of the Scheme of Amalgamation of Grabal Alok Impex Limited. WITH Alok Industries Limited. AND their Respective Shareholders and Creditors. GRABAL ALOK IMPEX LIMITED, a Company ) incorporated under the Companies Act, 1956 and ) having its Registered Office at 249/1, Vasona, ) Silvassa-Khanvel Road, Silvassa-396 230 ) Union Territory of Dadra & Nagar Haveli )...... APPLICANT Called Summons for Direction CORAM : S.C.DHARMADHIKARI,J DATE : 14th October, 2011 Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocates for the Applicant Company. MINUTES OF ORDER UPON the application of the Applicant abovenamed by a Company Summons for Direction AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co, Advocate for the Applicant Company AND UPON reading the Affidavit dated 12th October, 2011 of Mr. Kalpesh Shah, Authorised 2 Signatory of the Applicant Company in support of Company Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of Grabal Alok Impex Limited, the Applicant/Transferor Company shall be convened and held at Alok Public School Auditorium, Survey No. 491, Near Alok City, Sayli, Silvassa - 396 230. Union Territory Dadra & Nagar Haveli , on Saturday, the 19th November, 2011 at 11.30 a.m., for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Grabal Alok Impex Limited, the Applicant/Transferor Company with Alok Industries Limited, the Transferee Company and their Respective Shareholders and Creditors. 2. That at least 21 clear days before the date appointed for the meeting, an advertisement convening the meeting of the Equity Shareholders of the Applicant Company stating that copies of the said Scheme of Amalgamation and of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and the form of proxy can be obtained free of charge from the Registered office of the Applicant Company or its Advocate M/s Hemant Sethi & Co., having their office at 302 Satnam Building, 3-A Sion (West) Mumbai 400 022, be inserted once each in “Business Standard” in English language, Mumbai Edition and “Western Times” in Gujarati language, Gandhi Nagar Edition both circulating in Silvassa. The Publication in Maharashtra Government Gazette is dispensed with. 3 3. That, in addition, at least 21 clear days before the meeting 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 courier/speed post 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 Explanatory 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) of the Companies (Court) Rules, 1959. (b) Issue Form of Proxy as per Form No.37 (Rule 73) of the Companies (Court) Rules, 1959. (c) Advertise the notice convening meeting the Equity Shareholders as per Form No.38 (Rule 74) of the Companies (Court) Rules, 1959. (d) Issue Explanatory Statement containing all the particulars as per section 393 of the Companies Act, 1956. The undertaking is accepted. 5. That Mr. Milind. D. Narvekar , Master and Asstt. Prothonotary (Judl.), Bombay and failing him, Mrs. K.M.Rane, Company Registrar, High 4 Court, Bombay, and failing her, Mr. Surendra .B. Jiwrajka, Managing Director of the Applicant Company, shall be the Chairman of the meeting of the Equity Shareholders of the Applicant Company to be held on Saturday, the 19th November, 2011 or at any adjournment or adjournments thereof. 6. That the Applicant Company to issue the advertisements and sent out the notice of the meeting referred here in above as per the direction of the Chairman of the meeting. It is further directed that the Chairman of the meeting shall have all powers as per Articles of Association of the Applicant Company, the Companies Act,1956 and also under the Companies (Court) Rules,1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjourned or adjournments thereof or any other matter including the amendment/s to the Scheme of Amalgamation or Resolutions, if any, proposed at the meeting by any person(s) to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of the Equity Shareholders shall be 5 (Five) Equity Shareholders present in person. 8. That the voting by proxy/authorised representative is permitted, provided that proxy in prescribed form / authorisation duly signed by the person entitled to attend and vote at the aforesaid meeting or by his authorised representative is filed with the Applicant Company at its Registered Office at 249/1, Vasona, Silvassa-Khanvel Road, Silvassa-396 230, Union Territory of Dadra & Nagar Haveli, not later than 48 hours 5 before the meeting as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of each Equity Shareholders shall be in accordance with the records and register of the Applicant Company and where the entries in the records and register are disputed, the Chairman of the meeting shall determine the value for the purpose of the meeting and his decision in that behalf would be final. 10. That convening and holding the meeting of the Warrant holders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Grabal Alok Impex Limited, the Applicant/Transferor Company with Alok Industries Limited, the Transferee Company and their Respective Shareholders and Creditors, is dispensed with in view of the consents given by sole Warrant-Holder of the Applicant Company which is annexed as Exhibit “D” to the Affidavit in Support of Company Summons for Direction. 11. That convening and holding the meeting of 1% Series B Foreign Currency Convertible Bonds (FCCB) holders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Grabal Alok Impex Limited, the Applicant/Transferor Company with Alok Industries Limited, the Transferee Company and their Respective Shareholders and Creditors, is dispensed with in view of averments made in paragraphs 18 and 26 of the Affidavit in Support of Company Summons for Directions. The Applicant Company undertakes to issue 6 individual notice of the date of hearing of the Petition by Registered Post A.D. to trustee of such 1% Series B Foreign Currency Convertible Bonds (FCCB). The said undertaking is accepted. 12. That convening and holding the meeting of Secured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Grabal Alok Impex Limited, the Applicant/Transferor Company with Alok Industries Limited, the Transferee Company and their Respective Shareholders and Creditors, is dispensed with in view of averments made in paragraphs 18 and 27 of the Affidavit in Support of Company Summons for Directions. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D. to all its Secured Creditors. The said undertaking is accepted. 13. That convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Grabal Alok Impex Limited, the Applicant/Transferor Company with Alok Industries Limited, the Transferee Company and their Respective Shareholders and Creditors, is dispensed with in view of averments made in paragraphs 18 and 28 of the Affidavit in Support of Company Summons for Directions. The Applicant Company undertakes to issue individual notice of the date of hearing of the Petition by Registered Post A.D. to Unsecured Creditors having outstanding balance of Rs.10,00,000(Ten lakhs and above) and above.The said undertaking is 7 accepted. 14. And it is further ordered that the Chairman of the meeting to report to this Court the result of the meeting as aforesaid within 30 days of the conclusion of the said meeting and that the said report shall be verified by his affidavit. (S. C. DHARMADHIKARI, J)