1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.785 OF 2011 In the matter of the Companies Act,1956; AND In the matter of Sections 391 and 394 of the Companies Act, 1956 AND In the matter of Kisan Mouldings Limited AND In the matter of Scheme of Arrangement between – Kisan Irrigations Limitation and Kisan Mouldings Limited for Demerger of – Roha and Silvassa Undertaking of Kisan Irrigations Limited as a going concern to Kisan Mouldings Limited Kisan Mouldings Limited ) A company registered under the Companies Act, 1956 and ) ) having its registered office at ) Tex Center, K wing, 3rd Floor, 26/A Chandivali Road, off Saki Vihar Road, Andheri (East), Mumbai – 400 072 ) ) ) ) …Applicant Called for Summons for Direction Coram: S.C. Dharmadhikari J, Dated: 23rd December, 2011 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co, Advocate(s) for Applicant. MINUTES OF ORDER Upon the application of the above-named Applicant Company by a Summons for Direction AND upon hearing Shri Sanjay Udeshi, 2 Advocate for the Applicant AND upon reading the Affidavit dated 27th day of September, 2011 of Mr. Sanjeev Aggarwal, Authorised Signatory of the Applicant Company in support of the Summons for Direction, and the Exhibits therein referred to (Exhibit “H” being a copy of the proposed Scheme of Arrangement), IT IS ORDERED: 1. That a meeting the of Equity Shareholders of the Applicant Company shall be convened and held at Hotel Mirage, International Airport Approach Road, Marol, Andheri (East), Mumbai- 400059 on Friday the 27th day of January, 2012, at 11:30 a.m., for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Kisan Irrigations Limited and Kisan Mouldings Limited and their respective members and creditors. 2. That a separate meeting of the Secured Creditors, of the Applicant Company shall be convened and held at Hotel Mirage, International Airport Approach Road, Marol, Andheri (East), Mumbai- 400059 on Friday, the 27th day of January, 2012, at 1.00 p.m. or soon after the conclusion of the aforersaid meeting of the Equity Shareholders, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Kisan Irrigations Limited and Kisan Mouldings Limited and their respective members and creditors. 3. That a separate meeting of Unsecured Creditors, of the Applicant Company shall be convened and held at Hotel Mirage, International Airport Approach Road, Marol, Andheri (East), Mumbai- 400059 on Friday, the 27th day of January, 2012, at 2.00 p.m., or soon after the conclusion of the aforesaid meeting of the Secured Creditors, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Kisan Irrigations 3 Limited and Kisan Mouldings Limited and their respective members and creditors. 4. That at least 21 clear days before the day appointed for the meetings, an advertisement convening the same and stating that copies of the said Scheme of Arrangement and of the Statement required to be furnished pursuant to Section 393 and Forms of Proxy can be obtained free of charge at the Registered Office of the Applicant Company or at the office of its Advocate, be inserted once in each of two local news papers, viz., Free Press Journal in English Language and Maharashtra Times in Marathi Language both having circulation in Mumbai. 5. That, in addition, at least 21 clear days before the meetings to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the said 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 RPAD to each of the shareholders and creditors, 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 and 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 meetings of the Equity Shareholders / Creditors as per Form No.36 (Rule 73); (b) issue Form of Proxy as per Form No.37 (Rule 73); (c) advertise the Notice convening meetings as per Form No.38 (Rule 74); (d) issue a Statement containing all the particulars as per Section 393 of the Companies Act, 1956. 4 The undertaking is accepted. 7. That Shri Sanjeev Aggarwal, Director of the Applicant Company, and, failing him, Shri Satish Aggarwal, Director of the Applicant Company, is appointed as the Chairman of all the aforesaid meetings to be held on 27th January, 2012, as aforesaid or at any adjournment or adjournments thereof. 8. That the Chairman appointed for the meetings to issue the advertisement and send out the notices of the meeting(s) referred to above. 9. That the quorum for the said meeting of the Equity Shareholders shall be 5 (Five) Shareholders present in person. 10. That the quorum for the said meeting of the Secured Creditors shall be 2 (Two) Secured Creditors present in person or by proxy or through authorized representation. 11. That the quorum for the said meeting of the Unsecured Creditors shall be 2 (Two) Unsecured Creditors present in person or by proxy or through authorized representation. 12. That voting by proxy / authorized representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Tex Centre, K Wing, 3rd Floor, 26/A Chandivali Road, Off Saki Vihar Road, Andheri (East), Mumbai- 400072 not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 13. That the value of each shareholder and creditor shall be in accordance with the books of the Applicant Company, and, 5 where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting(s). 14. And it is further ordered that the Chairman to report to this Court the result of the said meetings within 30 (thirty) days of the conclusion of the meetings and the said report shall be verified by his Affidavit. (S. C. DHARMADHIKARI, J)