1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.308 OF 2011 In the matter of Companies Act I of 1956; And In the matter of Section 391 & 394 of the Companies Act I of 1956; And In the matter of Scheme of Arrangement of - Jainex Aamcol Ltd. with its Specified Creditors. Jainex Aamcol Ltd ) An existing Company incorporated ) And registered under the Companies ) Act VII of 1913 and having its ) Registered office at 405/406, ) Sharda Chambers, ) 15 Sir V. T. Marg, New Marine Lines, ) Mumbai- 400 020 ) ..Applicant CALLED SUMMONS FOR DIRECTION CORAM : S. J. VAZIFDAR J. DATE : 6th May, 2011 Mr. Naushad Engineer i/b RMG Law Associates, Advocates for the Applicant Company. MINUTES OF ORDER UPON the application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr. Naushad Engineer i/b RMG Law Associates, Advocates for the Applicant Company AND UPON reading the Affidavit dated 6th April 2 2011 of Mr. Ajay Mody, Authorized Signatory of the Applicant Company and Exhibits therein referred to, IT IS ORDERED: 1. That a meeting of Equity Shareholders of the Applicant Company be convened and held at Indian Merchant Chambers, Churchgate, Mumbai at 10.30 a.m. on Monday, the 13th day of June, 2011, for the purpose of considering and, if thought fit, approving the proposed Scheme of Arrangement of the Applicant Company with its Specified Creditors. 2. That at least 21 clear days before the day appointed for the meeting, an advertisement convening the same and stating that copies of the proposed Scheme of Arrangement and of the statement required to be furnished pursuant to Section 393 and form of proxy can be obtained free of charge at the registered office of the company or at the office of its Advocates, be inserted in two local newspapers viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both having circulation in Mumbai. Publication of Notice in Maharashtra Government Gazette is dispensed with. 3. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at a place and time aforesaid, together with a copy of the said proposed Scheme of Arrangement, a copy of the statement required to be sent under Section 393, and the prescribed Form of proxy, shall be sent by Speed Post / Courier addressed to each of Equity Shareholders 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 3 Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to: (a) Issue Notice convening meeting of the shareholders as per Form No.36 (Rule 73); (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; 5. That Shri Mohanlal Z. Kothari, Joint Managing Director and failing him, Shri Ram A. Singh, Chartered Accountant and CFO shall be the Chairman of the meeting to be held on 13th June 2011 as aforesaid. 6. That the Chairman appointed for the meeting to issue the advertisement and send out the notices of the meeting referred to above. 7. That the quorum for the said meeting 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/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the company at its registered office not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 4 9. That the value of each member shall be in accordance with books of the company, and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting. 10. And it is further ordered that the Chairman 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. 11. That convening and holding the meetings of the Secured and Unsecured Creditors (including Specified Creditors) of the Applicant Company, for the purpose of considering, and if thought fit, to approve the proposed Scheme of Arrangement of the Applicant Company with its Specified Creditors, is dispensed with in view of the consents given by all the Specified Creditors of the Applicant Company, which are annexed as Exhibits E-1 to E-6 to the Affidavit in Support of Summons for Directions and in view of the averments made in paragraph 12 of the Affidavit in Support of Summons for Directions. The Applicant company undertakes to issue individual notice of date of hearing of the Petition by Registered Post A.D. to all its Secured and remaining Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal in English language and Maharashtra Times in Marathi language, both having circulation in Mumbai. The undertaking is accepted. (S. J. Vazifdar, J.)