IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1233 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of RPG Cables Limited (“the Transferor Company”) with KEC International Limited (“the Transferee Company”) and Their Respective Shareholders KEC International Limited, a company incorporated under the Companies Act, 1956 having its registered office at 1st Floor, CEAT Mahal, 463, Dr. Annie Besant Road, Worli, Mumbai 400 030. ) ) ) ) ) ) ) ) ……. Applicant Company Called Summons for Direction 1 Coram: Dr. D.Y. Chandrachud, J. Date: 27th November, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 18th day of November, 2009 of Mr. Ch. V. Jagannadha Rao, Company Secretary of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of KEC International Limited, the Applicant Company be convened and held at The Auditorium at Textiles Committee, Next to Trade Plaza (TATA Press), P. Balu Road, Prabhadevi Chowk, Prabhadevi, Mumbai 400025 on Friday, the 8th day of 2 January, 2010 at 3.00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of RPG Cables Limited with KEC International Limited and their Respective Shareholders. 2. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme of Amalgamation 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 Company as aforesaid and/or at the office of its Advocates, shall be published once each in Free Press Journal in English, and Maharashtra Times in Marathi, both having circulation at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant 3 Company, to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 of the Act and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4. 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 Act to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company 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) c) advertise the Notice convening meeting as per Form No. 38 (Rule 74) 4 d) issue Statement containing all the particulars as per Section 393 of the Act; The undertaking is accepted. 5. That Justice M. H. Kania (Retired Chief Justice of India), failing him, Mr. H. V. Goenka, Chairman of the Applicant Company, failing him, Mr. R. D. Chandak, Managing Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at The Auditorium at Textiles Committee, Next to Trade Plaza (TATA Press), P. Balu Road, Prabhadevi Chowk, Prabhadevi, Mumbai 400025 on Friday , the 8th day of January , 2010 at 3.00 p.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. 5 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders present in person. 8. 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 1st Floor, CEAT Mahal, 463, Dr. Annie Besant Road, Worli, Mumbai 400 030, Maharashtra, not later than, 48 hours before the aforesaid meetings, as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 6 10. That the Chairman appointed for the meeting do report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. That convening and holding the meeting of the Secured Creditors of KEC International Limited, the Applicant Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of RPG Cables Limited with KEC International Limited and their Respective Shareholders is dispensed with, in view of the averment made in paragraph 19 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi, both having circulation at Mumbai. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. 7 12. That convening and holding the meeting of the Unsecured Creditors of KEC International Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of RPG Cables Limited with KEC International Limited and their Respective Shareholders is dispensed with, in view of the averment made in paragraph 20 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon its Unsecured Creditors having an outstanding balance of Rupees Ten Lacs and above also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi, both having circulation at Mumbai. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. (Dr. D.Y. Chandrachud, J.) 8