1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 125 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Amalgamation and Arrangement between Ikisan Limited AND Kakinada Fertilizers Limited AND Nagarjuna Fertilizers And Chemicals Limited AND Nagarjuna Oil Refinery Limited AND their respective shareholders and creditors IKISAN LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at A/612, Dalamal Towers, 211, Nariman Point, Mumbai – 400 021. ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. C. DHARMADHIKARI, J Date: 25th FEBRUARY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant MINUTES OF ORDER UPON the Application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th February 2011 of Ms. Ankita Mathur, Company Secretary of the Applicant 2 Company, in support of Company Summons for Direction and the Exhibits therein referred to , IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of Ikisan Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between Ikisan Limited, the Applicant/Second Transferor Company’ and Kakinada Fertilizers Limited, the Transferee Company’ and Nagarjuna Fertilizers And Chemicals Limited, the Demerged/ First Transferor Company and Nagarjuna Oil Refinery Limited, the Resulting Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D1’ to ‘D7’ to the Affidavit in support of the Company Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of Ikisan Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between Ikisan Limited, the Applicant/Second Transferor Company’ and Kakinada Fertilizers Limited, the Transferee Company’ and Nagarjuna Fertilizers And Chemicals Limited, the Demerged/ First Transferor Company and Nagarjuna Oil Refinery Limited, the Resulting Company and their respective shareholders and creditors is dispensed with in view of averments made in paragraph 25 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the date of hearing of the Petition by R.P.A.D upon its sole Secured Creditor and also to publish the same in two local 3 newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of Ikisan Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between Ikisan Limited, the Applicant/Second Transferor Company and Kakinada Fertilizers Limited, the Transferee Company’ and Nagarjuna Fertilizers And Chemicals Limited, the Demerged/ First Transferor Company and Nagarjuna Oil Refinery Limited, the Resulting Company and their respective shareholders and creditors is dispensed with in view of averments made in paragraph 26 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the date of hearing of the Petition by R.P.A.D upon its all Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. (S.C. DHARMADHIKARI, J)