IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 529 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; (1 of 1956) AND In the matter of Composite Scheme of Arrangement and Compromise between Industrial Agencies Indage Private Limited (“IAIPL” or “the Transferor Company”) and Indage Vintners Limited (“IVL” or “the Transferee Company” or “the merged Company”) AND Their Respective Shareholders and Creditors Indage Vintners Limited, a company ) incorporated under the Companies Act, 1956 ) having its Registered Office at Indage House, 82, ) Dr. Annie Besant Road, Worli, Mumbai 400 018, ) Maharashtra ) … Applicant Company Called for Summons for Direction CORAM: S. J. VAZIFDAR, J. DATE: 30th July 2010 Mrs. Alpana Ghone i/b M/s. Kanga & Co., Advocate for the Applicant 1 MINUTES OF ORDER UPON the Application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mrs. Alpana Ghone, instructed by M/s Kanga & Co, Advocate for the Applicant , AND UPON reading the Affidavit dated 23rd day of July, 2010 of Mr. Ranjit Chougule, Managing Director of the Applicant Company, in support of the Summons for Direction AND the Exhibit therein referred to, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of Indage Vintners Limited (“the Applicant/ Transferee Company”) be convened and held at Sasmira College, Sasmira Marg, Opp. Mayfair Banquet Hall, Near Old Passport Office, Worli, Mumbai-400 030 on Thursday, the 16th day of September 2010 at 11:00 a.m. for the purpose of considering and if thought fit, approving, with or without modifications, the arrangement embodied in the Composite Scheme of Arrangement and Compromise between Industrial Agencies Indage Private Limited and Indage Vintners Limited and their shareholders and creditors 2. That a separate meeting of the Secured Lenders of the Applicant Company be convened and held at Sasmira College, Sasmira Marg, Opp. Mayfair Banquet Hall, Near Old Passport Office, Worli, Mumbai-400 030 on Thursday, the 16th day of September 2010 at 12:30 p.m. or soon after the conclusion of the earlier meeting of the Equity Shareholders, whichever is later, for the purpose of considering and if thought fit, approving, with or without modifications, the arrangement embodied Composite Scheme of Arrangement and Compromise between Industrial Agencies Indage Private Limited and Indage Vintners Limited and their shareholders and creditors . 3. That a separate meeting of the Unsecured Lenders of the Applicant Company, be convened and held at Sasmira College, Sasmira Marg, Opp. Mayfair Banquet Hall, Near Old Passport Office, Worli, Mumbai-400 030 on Thursday, the 16th day of September 2 2010 at 2:00 p.m. or soon after the conclusion of the earlier meeting of the Preference Share Applicants, whichever is later, for the purpose of considering and if thought fit, approving, with or without modifications, the arrangement embodied in Composite Scheme of Arrangement and Compromise between Industrial Agencies Indage Private Limited and Indage Vintners Limited and their shareholders and creditors . 4. That a separate meeting of the Fixed Deposit Holders of the Applicant Company be convened and held at Sasmira College, Sasmira Marg, Opp. Mayfair Banquet Hall, Near Old Passport Office, Worli, Mumbai-400 030 on Thursday, the 16th day of September 2010 at 3:30 p.m. or soon after the conclusion of the earlier meeting of the Unsecured Lenders, whichever is later, for the purpose of considering and if thought fit, approving, with or without modifications, the arrangement embodied in Composite Scheme of Arrangement and Compromise between Industrial Agencies Indage Private Limited and Indage Vintners Limited and their shareholders and creditors . 5. That a separate meeting of the Other Creditors of the Applicant Company be convened and held at Sasmira College, Sasmira Marg, Opp. Mayfair Banquet Hall, Near Old Passport Office, Worli, Mumbai-400 030 on Thursday, the 16th day of September 2010 at 4:00 p.m. or soon after the conclusion of the earlier meeting of the Fixed Deposit Holders, whichever is later, for the purpose of considering and if thought fit, approving, with or without modifications, the arrangement embodied in Composite Scheme of Arrangement and Compromise between Industrial Agencies Indage Private Limited and Indage Vintners Limited and their shareholders and creditors . 6. That at least 21 clear days before the day appointed for the aforesaid meetings of the Equity Shareholders, Secured Creditors, Unsecured Creditors, Fixed Deposit Holders and other Creditors of the Applicant company , an advertisement convening the same and stating that the copies of the said Scheme 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 or at the office of its Advocates for the Applicant Company at Readymoney Mansion, 43, Veer Nariman Road, 3 Fort, Mumbai - 400 001, be published in The Free Press Journal in English and Maharashtra Times in Marathi, both circulating in Mumbai. Publication thereof in the Maharashtra Government Gazette is hereby dispensed with. 7. That, in addition, at least 21 clear days before the said meetings of the Equity Shareholders, Secured Lenders, Unsecured Lenders, Fixed Deposit Holders and Other Creditors of the Applicant Company to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the said Scheme and a copy of the statement required to be sent under Section 393 of the Companies Act, and the prescribed form of proxy shall be sent under certificate of posting addressed to each of the Equity Shareholders, Secured Lenders, Unsecured Lenders, Fixed Deposit Holders and Other Creditors at their respective registered or last known address. 8. 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 Company undertakes to: i. advertise the Notice convening meeting as per Form No. 36 (Rule 73) ii. issue Notice convening meeting of the shareholders as per Form No. 38 (Rule 74) 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 9. That Mr. Ranjit Chougule, Managing Director of the Applicant Company and failing him Rajesh Chalke, the Chief Financial Officer of the Applicant Company and failing him Mr. Sham G. Chougule, Chairman of the Applicant Company shall be the Chairman of the respective meetings of the Equity Shareholders, Secured Creditors, Unsecured 4 Creditors, Fixed Deposit Holders and other Creditors of the Applicant Company to be held on Thursday the 16th day of September 2010 as aforesaid. 10. That the Chairman appointed for the said meetings to issue the advertisement and send out the notices of the meetings referred to above. 11. That the quorum for the said meeting of the Equity Shareholders of the Applicant Company shall be 5 (Five) Equity Shareholders present in person. 12. That the quorum for the said meeting of the Secured Lenders of the Applicant Company shall be 2 (two) Secured Lenders present in person or by proxy or through authorized representative. 13. That the quorum for the said meeting of the Unsecured Lenders of the Applicant Company shall be 3 (three) Unsecured Lenders present in person or by proxy or through authorized representative. 14. That the quorum for the said meeting of the Fixed Deposit Holders of the Applicant Company shall be 5 (five) Fixed Deposit Holders present in person or by proxy or through authorized representative.. 15. That the quorum for the said meeting of the Other Creditors of the Applicant Company shall be 5 (five) Other Creditors present in person or by proxy or through authorized representative. 16. That voting by proxy or the authorized person is permitted, provided that 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 Indage House, 82, Dr. Annie Besant Road, Worli, Mumbai 400 018 not later than 48 hours before the meeting, as per Rule 70 of the Companies (Court) Rules, 1959. 5 17. That the value of each of the members and creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman of the meetings shall determine the value for the purposes of the respective meetings. 18. That the Chairman of the meetings do report to this Hon’ble Court the result of the said meetings within 30 days of the conclusion of the said meetings and the said report shall be verified by his affidavit. 19. That in view of the undertaking given by the Applicant Company in paragraph 2.4 of the Affidavit to issue individual notice of the date of hearing of the Petition by R.P.A.D to all its Equity Share Warrant holders and the Applicants of the Preference Share, the convening and the holding of their meeting is dispensed with To be read with the order dictated separately today (S.J Vazifdar J) 6 7