VHCL INDUSTRIES LIMITED v. JHAVERI WLEDFLUX LIMITED

Mr. Rizvi Nasir Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant MINUTES OF THE ORDER UPON the application of VHCL INDUSTRIES LIMITED, the Applicant abovenamed by Summons for Direction AND UPON hearing Mr. Nasir Ali Advocate for the Applicant Company and UPON READING the Affidavit dated 2nd December, 2011 of Mr. Pankaj Valia, Director for the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:-

1. That a meeting of the Equity Shareholders of the Applicant / Transferor company be convened and held, for the purpose of considering and, if thought fit, to approve, with or without modification(s), the Composite Scheme of Arrangement and Amalgamation of VHCL INDUSTRIES LIMITED, Applicant / Transferor Company with JHAVERI WELDFLUX LIMITED, Transferee Company on Wednesday, the 25th day of January, 2012 at 3.00 p.m. at the Registered Office of the Company situated at B / 4, Unique House, Cardinal Gracious Road, Chakala, Andheri ( East) , Mumbai-400 099.

2. That convening and holding of the meeting of the Secured Creditors, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the Composite Scheme of Arrangement and 3 Amalgamation of VHCL INDUSTRIES LIMITED, Applicant / Transferor Company with JHAVERI WELDFLUX LIMITED, the Transferee Company is dispensed with in view of the consent given by the sole Secured Creditor of the Applicant Company, which is annexed as Exhibit “ E” to the Affidavit-in-support of the Summons for Directions.

3. That convening and holding of the meeting of the Unsecured Creditors, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Composite Scheme of Arrangement and Amalgamation of VHCL INDUSTRIES LIMITED, Applicant / Transferor Company with JHAVERI WELDFLUX LIMITED, Transferee Company is dispensed with in view of the consents given by 5 out of 50 representing Unsecured creditors of the Applicant Company, which are annexed as Exhibits “F-1” to “F- 5” to the Affidavit-in-support of the Summons for Directions and in view of the averments made in paragraph 26 of the said Affidavit. The Applicant undertakes to give an individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted

4. That at least 21 (twenty one) clear days before the meeting to be held as aforesaid, Notices convening the said meeting indicating the day, the date, the place and the time as aforesaid, together with a copy of the Composite Scheme of Arrangement and Amalgamation of VHCL INDUSTRIES LIMITED, Applicant / Transferor Company with JHAVERI WELDFLUX LIMITED, Transferee Company, copy of the Explanatory Statement required to be sent under section 393 of the 4 Companies Act, 1956 and the prescribed Form of Proxy shall be sent by pre-paid letter posted under Registered Post A.D. / Courier addressed to each of the Equity Shareholders of the Applicant / Transferor Company at their respective registered or last known address.

5. That, in addition, at least 21 (twenty one) clear days before the meetings to be held as aforesaid, Notices convening the said meeting indicating the day, the date, and the place and the time as aforesaid, stating that copies of the arrangement embodied in the Composite Scheme of Arrangement and Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of Proxy can be obtained free of charge from the Registered Office of the Applicant / Transferor Company be published once each in Free Press Journal in English language (Mumbai - Edition) and Maharashtra Times in Marathi language (Mumbai Edition). The Publication in the Maharashtra Government Gazette is dispensed with.

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 undertakes to :- (a) issue Notice convening meeting of the Equity Shareholders as per Form No.36 (Rule 73) (b) issue form of proxy as per Form No.37 (Rule 73) 5 (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. The undertaking is accepted.

7. Mr. Pankaj Valia, Director of the Applicant Company, and failing him, Mr. Pankaj Mehta, Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held on Wednesday, the 25th day of January, 2012 or at any adjournment/adjournments thereof.

8. That the Chairman appointed for the aforesaid meeting do issue and send out notices of the said meeting referred to above. It is further directed, that the Chairman of the meeting shall have powers under the Companies (Court) Rules, 1959 in relation to conduct of meeting.

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

10. That the voting by Proxy/ authorised representative be permitted provided that the Proxy / Authorisation, in the prescribed form duly signed by the persons entitled to attend and vote at the meeting the Registered Office Applicant/Transferor Company not later than 48 hours before the time fixed for the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959.

11. That the number and value of each of the Equity Shareholders shall be in accordance with the records of the Applicant / Transferor Company and in the event of any dispute the 6 Chairman of the meeting shall determine the value for the purpose of meeting.

12. And it is further ordered that the Chairman do report to this court the result of the said meeting within 30 days from the conclusion of the meeting and the said report shall be verified by his affidavit. (S. C. Dharmadhikari, J.)