1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.524 OF 2009 In the matter of the Companies Act, 1956; AND In the matter of Agri-Tech (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 Agri- Tech (India) Limited and its Secured Creditors. Agri-Tech (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 Called for Summons for Direction 2 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 requirement of convening and holding the meeting of the Equity Shareholders of Agri-Tech (India) Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement/Compromise between Agri-Tech (India) Limited and its Secured Creditors is dispensed with in view of the averment made in paragraph no.11 of the affidavit-in-support of Summons for Direction. 2. That the meeting of the Secured Creditors specified in the scheme of Agri- Tech (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 11.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification, the 3 proposed Scheme of Arrangement/Compromise between Agri-Tech (India) Limited and its Secured Creditors. 3. That the settling and approving of the form of notices, 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. Issue Notice convening meeting of the secured creditors as per Form No.36 (Rule 73) ii. Issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956 iii. 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 meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the said Scheme of Arrangement, 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 Hand-Delivery and by Pre-paid letter posted under Certificate of Posting addressed to each of the Secured Creditors specified in the scheme at their respective registered or last known address. 5. In view of the averment made in paragraph no.14 of the affidavit-in-support of the Summons for Direction dated 16th April, 2009 publication of notice 4 convening the meeting in the Newspapers and Maharashtra Government Gazette is dispensed with as the Applicant has undertaken to serve the notice convening meeting by hand delivery on each of the secured creditors. 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. 8. That the Chairman appointed for the meeting do 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 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. 9. That quorum for the aforesaid meeting of the Secured Creditors specified in the Scheme shall be 1 (one) Secured Creditor present either in person or by proxy or through authorised representative. 5 10.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. 11.That the value of each of the Secured Creditors 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. 12. That the Chairman appointed for the meeting to report to this Hon’ble 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. Costs of Chairman Quantified at Rs.20,000/-. COMPANY JUDGE