1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.525 OF 2009 In the matter of the Companies Act, 1956; AND In the matter of Nath Bio-Genes (India) Limited, a Company incorporated under the Companies Act I of 1956, having its Registered Office at Nath House, Nath Road, Aurangabad – 431 005; AND In the matter of Section 391 read with Section 394 of the Companies Act I of 1956 for the Scheme of Arrangement/Compromise between Nath Bio-Genes (India) Limited and its Secured Creditors including Debenture Holders. Nath Bio-Genes (India) Limited, a ) Company incorporated under the ) Companies Act I of 1956 having its ) Registered Office at Nath House ) Nath Road, Aurangabad – 431 005. ) .... Applicants 2 Called for Summons for Direction CORAM : S. C. Dharmadhikari J DATE : 23rd April, 2009 Mr. D. V. Merchant i/b Aruna Singh Advocate for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. D. V. Merchant instructed by Aruna Singh, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 16th April, 2009 and additional affidavit dated 22nd April, 2009 of Mr. Ramesh S. Phadatare, Manager-Legal and Finance of the Applicant Company in support of Summon for Directions IT IS ORDERED:- 1] That the meeting of the Equity Shareholders of Nath Bio-Genes (India) Limited, the Applicant Company be convened and held at its registered office at Nath House, Nath Road, Aurangabad – 431 005 on Saturday, the 13th day of June, 2009 at 12.30 p.m., for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Arrangement/Compromise between Nath Bio-Genes (India) Limited and its Secured Creditors including Debenture. 2] That the meeting of the Secured Creditors including Debenture Holders specified in the scheme of Nath Bio-Genes (India) Limited, the Applicant Company be convened and held at its registered office at Nath House, 3 Nath Road, Aurangabad – 431 005 on Saturday, the 13th day of June, 2009 at 1.30 p.m., for the purpose of considering and, if thought fit, approving, with or without modification the Scheme of Arrangement/Compromise between Nath Bio-Genes (India) Limited and its Secured Creditors including Debenture Holders. 3] That the settling and approving of the form of notices, advertisements and the statement under Section 393 of the Companies Act, 1956 to accompany the notices and the form of proxy by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to i. Advertise the Notice convening meeting as per Form No.38 (Rule 74) ii. Issue Notice convening meeting of the equity shareholder as per Form No.36 (Rule 73) 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. 4] That at least 21 clear days before the said meetings to be held as aforesaid, a notice convening the said meetings 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 of the Companies Act, 1956 and the prescribed form of proxy, shall be sent by Pre-paid letter posted under Certificate of Posting addressed to each of 4 the Equity Shareholders and Secured Creditors including Debenture Holders specified in the scheme at their respective registered or last known address. 5] That, in addition, at least 21 clear days before the said meetings to be held as aforesaid, an advertisement and notice convening the said meetings, at the place and time aforesaid and stating that copies of the arrangement embodied in 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 as aforesaid be issued, and the said notice shall be published once each in ‘Lokmat Times’ in English and ‘Dainik Gavkari’ in Marathi both circulated at Aurangabad where the registered office of the Applicant Company is situate. Publication of notice in the Maharashtra Government Gazette is dispensed with. 6] That the Applicant Company undertakes to give notice of the hearing of the Petition to the Applicant Company’s Unsecured Creditors. The undertaking is accepted. 7] Mr. M. D. Narvekar, the Company Registrar, High Court, Bombay, failing him, Mr. Satish Kagliwal, Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at its registered office at Nath House, Nath Road, Aurangabad – 431 005 on Saturday, the 13th day of June 2009 or at any adjournment/s thereof. 5 8] That the Chairman appointed for the meetings to issue the advertisement and send out the notices of the meetings referred to above. He shall have all powers under the Articles of Association of the Company and under the Company (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 and to ascertain the decision of the meeting on a poll. 9] That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) members present in person. 10] That quorum for the aforesaid meeting of the Secured Creditors including Debenture Holders Specified in the Scheme shall be 1 (one) Secured Creditor present either in person or by proxy or through authorised representative. 11] That voting by proxy/authorised representative be permitted, provided that a proxy in prescribed form/authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Nath House, Nath Road, Aurangabad – 431 005 not later than 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 12] That the value of each of the Equity Shareholders shall be in 6 accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine value number for the purpose of the meeting. 13] That the value of each of the Secured Creditors including Debenture Holders shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine value number for the purpose of the meeting. 14] That the Chairman appointed for the meetings to report to this Court the result of the said meetings within 30 days of the conclusion of the meetings and the said report shall be verified by his affidavit. Costs of Chairman Quantified at Rs.20,000/-. COMPANY JUDGE