1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION No. 797 OF 2010 In the matter of: Sections 391 to 394 of the Companies Act, 1956; AND In the matter of: Molex (India) Private Limited; AND In the matter of: The Scheme of Arrangement of Molex Micron Private Limited, Molex (India) Private Limited, Automotive Connectors India Private Limited with Molex India Tooling Private Limited. Molex (India) Private Limited, a company ) incorporated under the provisions of the ) Companies Act, 1956 and having its ) Registered Office at Maker Bhavan 2, ) 5th Floor, New Marine Lines, ) Mumbai – 400 020 ) ... Applicant Company Called Summons for Direction CORAM: S. J. Vazifdar J. DATE: 10th December, 2010 2 MINUTES OF THE ORDER Upon the application of the abovementioned Company by a Summons for Direction and UPON HEARING Ms. Saeeda Bandukwala, Counsel instructed by J. Sagar Associates (Mumbai), Advocates for the Applicant and UPON READING the Affidavit dated 26th October, 2010 of Mr. John Horgan, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the requirement of convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed for the purpose of considering and, if through fit, approving, with or without modification, the Scheme of Arrangement of Molex Micron Private Limited, Molex (India) Private Limited, the Applicant, and Automotive Connectors India Private Limited (together the Transferor Companies”) with Molex India Tooling Private Limited (“Scheme”), is dispensed with, in view of the letters of consent given by all the Equity Shareholders of the Applicant, to the proposed Scheme of Arrangement which are annexed as Exhibits F-1 to F-7 to the Affidavit in support of the Summons for Direction. 3 2. That a meeting of the unsecured creditors of the Applicant abovenamed shall be convened and held at the registered office of the Applicant at Maker Bhavan 2, 5th Floor, New Marine Lines, Mumbai – 400 020, Maharashtra, on 18th day of January 2011, at 10.00 A.M., for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement. 3. That at least 21 clear days before the day appointed for the meeting as aforesaid, a notice convening the said meeting, indicating the day, the date, the time and the place as aforesaid, stating that copies of the said Scheme and of the Explanatory Statement required to be furnished pursuant to Section 393 and Form of Proxy can be obtained free of charge from the registered office of the Applicant, be published once each in The Free Press Journal (Mumbai edition), in English language and Marathi translation thereof in Maharashtra Times (Mumbai Edition), Publication of advertisement in the Maharashtra Government Gazette is dispensed with. 4 4. That at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting indicating the date, the place and the time as aforesaid, together with a copy of the Scheme and a copy of the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956, and the prescribed Form of Proxy shall be sent under certificate of posting addressed to each of the unsecured creditors at their respective registered last known addresses. 5. That the settling and approving of the form of advertisement, form of proxy, the form of notice and the Statement required to be sent under Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to: i. issue notice convening meeting of Unsecured Creditors 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) iv. advertise the notice convening the meeting as per Form No.38 (Rule 74). 5 The undertaking is accepted. 6. That Mr. John Horgan, Director of the Applicant, failing him, Mr. C. Girish Kumar, Director of the Applicant, shall be the Chairman of the meeting of the said unsecured creditors or any adjournment thereof. 7. That the Chairman appointed for the meeting do issue the advertisement and send out the Notice of the meeting referred to above. 8. That the quorum for the meeting of the unsecured creditors shall be 3 (three) unsecured creditors of the Applicant present in person or by proxy or through authorized representative. 9. That voting by proxy / authorized representative is permitted provided that proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting or by his authorized representative as aforesaid is filed with the Applicant at its registered office at Maker Bhavan 2, 5th Floor, New Marine Lines, Mumbai – 400 020, not later than 48 hours before 6 the time fixed for the meeting, as provided under Rule 70 of Companies (Court) Rules, 1959. 10. That the value of the of each of the creditor shall be in accordance with the records and registers of the Applicant and where the entries in the records and registers are disputed, the Chairman of the meeting shall determine the value for the purposes of the meeting. 11. That the Chairman to report to this Court the result of the said meeting within 21 days of the conclusion of the said meeting and that the said Report shall be verified by an Affidavit made by the Chairman. 12. There are no Secured Creditors of the Applicant, as stated in paragraph 14 of the Affidavit-in-support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S. J. VAZIFDAR, J.)