VENTURES LIMITED v. INTELLIVATE CAPITAL ADVISORS

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 abovenamed 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 30th August, 2011 of Mr. Vipul Modi, Director of the Applicant 1 Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:-

1. That a meeting of the Equity Shareholders of INTELLIVATE CAPITAL VENTURES LIMITED, “the Applicant/ The Demerged Company” be convened and held at 66/1, Hansa Villa, Opp. Indian Gymkhana, Bhaudaji Cross Road, Matunga (CR), Mumbai - 400 019 on Thursday 13th October, 2011 at 2.30 p.m., for the purpose of considering and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Intellivate Capital Ventures Limited, The Demerged Company and Intellivate Capital Advisors Limited, The First Resulting Company and ICVL Chemicals Limited, The ‘Second Resulting Company and ICVL Steels Limited, The Third Resulting Company.

2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 27 the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured Creditors does not arise.

3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Intellivate Capital Ventures Limited, The Demerged Company and Intellivate Capital Advisors Limited, The First Resulting Company and ICVL Chemicals Limited, The ‘Second Resulting Company and ICVL Steels Limited, The Third Resulting Company, is dispensed with is dispensed with in view of the averments made in paragraph 28 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give 2 individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English language and Maharashtra Times, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted.

4. That the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments made in paragraph 29 of the Affidavit in support of the Summons for Direction stating that the reduction of the Share Capital shall be effected as an integral part of the Scheme and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that it also does not involve any compromise or arrangement with any creditors of the Applicant Company. The Applicant undertakes to place Separate Special Resolution for approval of the Equity Shareholders of the Applicant Company in the Meeting which is proposed to be convened on 13th October, 2011 for approval of the Scheme of Arrangement. The Applicant Company further undertakes to annex a copy of the Special Resolution to the Company Scheme Petition. The said undertaking is accepted.

5. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme of Arrangement and the statement 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, 3 Flora Fountain, Mumbai 400 001, shall be published once each in ‘The Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi. Publication of notice in the Maharashtra Government Gazette is dispensed with.

5. 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 Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by courier addressed to each of the Equity Shareholders at their respective registered or last known addresses.

6. 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 i. ii. advertise the Notice convening meeting as per Form No. 36 (Rule 73) issue Notice convening meeting of the Equity Shareholders as per Form No. 38 (Rule 74) 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.

7. That Mr. Vipul Modi, Director failing him, Mrs. Leena Modi, Director of the Applicant Company, failing her, Mr. Siddharth Shah , Director of the Applicant 4 Company is appointed as the Chairman/Chairperson for the above meeting of Equity Shareholders to be held at 66/1, Hansa Villa, Opp. Indian Gymkhana, Bhaudaji Cross Road, Matunga (CR), Mumbai - 400 019 on Thursday 13th October, 2011 at 2.30 p.m., or any adjournment or adjournments thereof.

8. The Chairman/Chairperson appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for deciding 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).

9. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (Five) Equity Shareholders present in person.

10. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at the registered office of the Applicant Company at 66/1, Hansa Villa, Opp. Indian Gymkhana, Bhaudaji Cross Road, Matunga (CR), Mumbai - 400 019 not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959.

11. 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 5 disputed, the Chairman/Chairperson shall determine the value for the purpose of the meeting.

12. That the Chairman/Chairperson appointed for the meeting do 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/her affidavit (S. C. Dharmadhikari, J.) 6