1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 735 OF 2010 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Kaycee Industries Limited and RDJ Construction Private Limited and their respective shareholders RDJ Construction Private Limited, } a Company incorporated under the provisions of the } Companies Act, 1956 having its registered office at } 203, Arcadia, } Nariman Point, } Mumbai – 400 021 }…Applicant Company Called Summons for Direction Coram: S. J. VAZIFDAR, J Date: 19TH NOVEMBER , 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by M/s Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of October, 2010 of Mr. Rajesh Pathak, Authorised Representative of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred , IT IS ORDERED: 1) That convening and holding of the meeting of the equity shareholders of RDJ Construction Private Limited, the Applicant /Transferee Company, to consider and, if thought fit, approve, with or without modification(s), the proposed 2 arrangement embodied in the Scheme of Arrangement between Arrangement between Kaycee Industries Limited, the Transferor Company and RDJ Construction Private Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of the consents given by all the equity shareholders of the Applicant Company, which are annexed as Exhibit H1 & H2 to the affidavit in support of Company Summons for Direction. 2) That there are no Secured Creditors in RDJ Construction Private Limited , the Applicant/ Transferee Company, as on date, as mentioned in paragraph 21 of the affidavit in support of Company Summons for Direction and hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding of the meeting of the Unsecured Creditors of RDJ Construction Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Kaycee Industries Limited, the Transferor Company and RDJ Construction Private Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph 22 of the affidavit in support of Company Summons for Direction. The Applicant Company undertakes to give individual notices to all its Unsecured Creditors of the date of hearing of petition and also publish notices in Free Press Journal in English and Maharashtra Times in Marathi , both having circulation in Mumbai. The said undertaking is accepted. (S.J. VAZIFDAR, J)