1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 734 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 Kaycee Industries Limited, } a Company incorporated under the provisions of the } Companies Act, 1956 having its registered office at } 32, Ramjibhai Kamani Marg, } Ballard Estate, } Mumbai – 400 011 }…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: 2 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held on 22nd day of December 2010 at 3.00 P.M , at 70, Lake Road, Bhandup (west) Mumbai – 400 078 for the purpose of considering and, if thought fit, approving with or without modifications, the Scheme of Arrangement between Kaycee Industries Limited, the Applicant/Transferor Company and RDJ Construction Private Limited, the Transferee Company and their respective shareholders . 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with a copy of the Scheme of Arrangement, a copy of the Explanatory Statement as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by Under Certificate of Posting, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known address. 3. That, in addition, at least 21 days clear days before the meeting to be held as aforesaid, notice convening the said meeting indicating the day, the date and the place and time as aforesaid be published, stating that the copies of the Scheme of Arrangement, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of Proxy can be obtained free of charge from the registered office of the Applicant Company as aforesaid and/or at its Advocates office at 302 Satnam Building, 3A Sion West, Mumbai 400022, once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, 3 (both having circulation in Mumbai). Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That settling and approving of the form of advertisement, form of proxy, the form of notice and 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:- (a) advertise the notice convening the meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the Equity shareholders as per Form No. 36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 5. That Mr. Ramesh D. Grover, Managing Director, of the Applicant Company and, in his absence, Mrs Aarti Grover Director of the Applicant Company and, in her absence, Mr. Chandraprakesh Jain, Senior Manager-Accounts of the Applicant Company, shall be the Chairman of the aforesaid meeting of the Equity Shareholders to be held at 70, Lake Road, Bhandup (west) Mumbai – 400 078 on 22nd day of December 2010 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall 4 have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournments thereof or on any other matter including the amendment(s) to the Scheme of Arrangement or Resolutions, if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of Equity Shareholders shall be 5 (five) shareholders of the Applicant Company present in person. 8. That the voting by proxy/authorised representative is permitted provided that proxy in the prescribed form /authorisation duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered Office at 32, Ramjibhai Kamani Marg, Ballard Estate, Mumbai – 400 011408, not later than 48 hours before the said meeting as required under Rule 70(2) of the Companies (Court) Rules, 1959. 9. That the number of the shares held by each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the register are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting and his decision in that behalf would be final. 10. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s) the 5 Scheme of Arrangement between Kaycee Industries Limited, the Applicant/Transferor Company and RDJ Construction Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of the averments made in paragraph twenty two of the affidavit in support of Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D. to all its Secured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 11. That the convening and holding of 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 Scheme of Arrangement between Kaycee Industries Limited, the Applicant/Transferor Company and RDJ Construction Private Limited, the Transferee Company and their respective shareholders is dispensed with in view of the averments made in paragraph twenty three of the affidavit in support of Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors . The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi 6 language, both circulated in Mumbai. The said undertaking is accepted. 12.That the Chairman or the Company represented by its Company Secretary to file an affidavit not less than 7 days before the date fixed for the holding of the meeting and do report to this Court that the directions regarding the issue of notices and the advertisement have been duly complied with. 13. That the Chairman do report to this Court, the result of the said meeting within 21 days of the conclusion of the meeting and the said Report shall be verified by his affidavit. (S.J. VAZIFDAR, J )