1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 625 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Yuvraaj Hygiene Industries Private Limited (“the Transferor Company”) With Intensive Air Systems Limited (“the Transferee Company”) And Their Respective Shareholders Intensive Air Systems Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 7, Ground Floor, Shiv Mandir Co-op Housing Society Ltd., Plot No. 4, Sector 13, Sanpada, Navi Mumbai 400705, Maharashtra, India ) ) ) ) )……. Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J Date: 14th October, 2011 Mr. Rajesh Shah, i/b Rajesh Shah & Co., for 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 2 dated 7th day of October, 2011 of Mr. Rajiv Kharbanda, Director of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:- 1. That the meeting of the Equity Shareholders of Intensive Air Systems Limited,‘the Applicant Company be convened and held at Sagar Banquets,1st Floor, Behind Hotel Navratna, Nariman Vyapar Kendra, Plot No.10, Sector 17, Vashi, Navi Mumbai 400703 on Friday, the 25th day of November, 2011 at 11.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Yuvraaj Hygiene Industries Private Limited, the Transferor Company with Intensive Air Systems Limited, the Applicant / Transferee Company 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 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 language and Maharashtra Times in Marathi language, both circulated at Mumbai. 3. That in addition, at least 21 clear days before the said 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, together with a copy of the Scheme, a 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 Speed 3 post to 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 Companies Act,1956 to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: (i) Issue Notices convening meeting of the Equity Shareholders 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); and (iv) Advertise the Notice convening meeting as per Form No. 38 (Rule 74). The undertaking is accepted. 5. That Mr. Manish Ghia, Practicing Company Secretary, and failing him, Mr. Vishal Kampani, Director of the Transferor Company, and failing him, Mr. Rajiv Kharbanda Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at Sagar Banquets,1st Floor, Behind Hotel Navratna, Nariman Vyapar Kendra, Plot No.10, Sector 17, Vashi, Navi Mumbai 400703 on Friday, on the 25th day of November, 2011 at 11.00 AM or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting to issue the advertisement and send out the notices of the meeting referred to above. 4 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/ authorised representative be permitted, provided that a proxy in the 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 7, Ground Floor, Shiv Mandir Co-op Housing Society Ltd., Plot No. 4, Sector 13, Sanpada, Navi Mumbai 400705 Maharashtra, India, not later than, 48 hours before the aforesaid meeting. 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 of the respective meeting shall determine the value for the purpose of the aforesaid meeting. 10. That the Chairman of the meeting to 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. There are no Secured Creditors of the Applicant Company as stated in paragraph 16 of the affidavit in support of the summon for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 12. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s) the proposed Scheme is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of hearing of Petition by R.P.A.D. to all its unsecured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language 5 and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J)