IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 263 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of S. KUMARS UNITEXX LIMITED a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN PROGARD TEXTILES (INDIA) PRIVATE LIMITED … Transferor Company AND S. KUMARS UNITEXX LIMITED …Transferee Company S. KUMARS UNITEXX LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at S. Kumars House, plot No.60, MIDX, Phase II, Street 14, Andheri (E) Mumbai- 400 093 … Applicant / Transferee Company Called Summons for Direction Coram: S. J. Vazifdar, J. Dated: 29th April, 2011 Mr. Rizvi Nasir Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. 2 MINUTES OF THE ORDER UPON the application of S. KUMARS UNITEXX LIMITED, the Applicant above named by a Summons for Direction AND UPON hearing Mr. Nasir Ali, Advocate for the Applicant Company and upon reading the Affidavit dated 13th April, 2011 of Mr. Nishant Shirke, Asst. Company Secretary of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of the Applicant/Transferee company be convened and held, for the purpose of considering and, if thought fit, to approve, with or without modification(s), the Scheme of Amalgamation of Progard Textiles (India) Private Limited, Transferor Company with S. Kumars Unitexx Limited, Applicant / Transferee Company on Monday, the 06th day of June, 2011 at 11.30 a.m. at M.C. Ghiya Hall, Bhogilal Hargovindas Building, 2nd Floor, 18 /20, K. Dubash Marg, Kala Ghoda, Mumbai – 400 001. 2. That convening and holding of the Meeting of the sole Secured Creditor, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Progard Textiles (India) Private Limited, Transferor Company with S. Kumars Unitexx Limited, Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 24 of the Affidavit-in-support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of 3 Petition by Registered Post A.D. to its sole Secured Creditor whose consent is not obtained. The said undertaking is accepted. 3. That a meeting of the Unsecured Creditors of the Applicant/Transferee company be convened and held, for the purpose of considering and, if thought fit, to approve, with or without modification(s), the Scheme of Amalgamation of Progard Textiles (India) Private Limited, Transferor Company with S. Kumars Unitexx Limited, Applicant / Transferee Company on Monday, the 06th day of June, 2011 at 2.30 p.m. at M.C Ghiya Hall, Bhogilal Hargovindas Building, 2nd Floor, 18 /20, K. Dubash Marg, Kala Ghoda, Mumbai – 400 001. 4. That, at least 21 (twenty one) clear days before the meetings to be held as aforesaid, Notices convening the said meetings indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation of Progard Textiles (India) Private Limited, Transferor Company with S. Kumars Unitexx Limited, Applicant/ Transferee Company, a copy of the Explanatory 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 by R.P.A.D. or Courier addressed to each of the Equity Shareholders and Unsecured Creditors of the Applicant/Transferee 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 meetings indicating the day, the date, and the place and the time as aforesaid, stating that copies of the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of 4 Proxy can be obtained free of charge from the Registered Office of the Applicant / Transferee Company be published once each in Free Press Journal in English (Mumbai - Edition) and Maharashtra Times in Marathi (Mumbai Edition). The Publications in 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 meetings of the Equity Shareholders and Unsecured 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 statement containing all the particulars as per Section 393 of the Companies Act, 1956. The undertaking is accepted. 7. Mr. Mukul S. Kasliwal, Chairman of the Applicant Company, failing him, Mr. Warij A. Kasliwal, Vice Chairman of the Applicant Company, failing him Mr. V. K. Maloo, Managing Director of the Applicant Company, failing him Mr. V. K. Jain, Director of the Applicant Company, shall be the Chairman of both the aforesaid meetings to be held on Monday, the 06th day of June, 2011 or at any adjournment/adjournments thereof. 5 8. That the Chairmen appointed for the aforesaid meetings do issue and send out notices of the said meetings referred to above. It is further directed, that the Chairman of the meetings shall have powers under the Companies (Court) Rules, 1959 in relation to conduct of meetings. 9. That the quorum of the meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 10. That the quorum of the meeting of the Unsecured Creditors shall be 2 (Two) Unsecured Creditors present in person and/or by proxy or through Authorised Representative. 11. 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 is filed at the Registered Office of the Applicant/Transferee Company not later than 48 hours before the time fixed for the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 12. That the number and value of each of the Equity Shareholders and Unsecured Creditors shall be in accordance with the records of the Applicant / Transferee Company and in the event of any dispute the Chairman of the meetings shall determine the value for the purpose of meetings. 13. And it is further ordered that the Chairman do report to this court the result of the said meetings within 30 days from the conclusion of the meetings and the said report shall be verified by his affidavit. (S. J. Vazifdar, J.)