1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 456 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 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Garware Chemicals Limited ( “the Demerged Company”) and Garware Polyester Limited ( “the Resulting Company”) and their Respective Equity Shareholders GARWARE POLYESTER LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Naigaon, Post Waluj, Aurangabad 431133. ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 22nd July, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th June, 2011 of Mr. B. D. Doshi, Authorised Signatory of the Applicant Company, in support of 2 Summons for Direction and the Exhibits referred to therein, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of Garware Polyester Limited, the Applicant Company, be convened and held at the Registered Office of the Applicant Company on Thursday, 25th August, 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 Arrangement between Garware Chemicals Limited, the Demerged Company and Garware Polyester Limited, the Resulting Company and their Respective Equity 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, date 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 the 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 two local news papers viz., ‘Lokmat Times’ in English and ‘Sakal’ in Marathi, both circulated at Aurangabad. 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, date and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 of the Act and the prescribed form of proxy, shall be sent by speed post or by courier 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 Act to accompany the notice, by the 3 Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notice 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. M. S. Adsul, Executive Chairperson of the Applicant Company, and failing him, Mr. B. Moradian, Director of the Applicant Company, shall be the Chairman of the aforesaid Meeting to be held at the Registered Office of the Applicant Company on Thursday, 25th August, 2011 at 11:00 a.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders of the Company present in person. 8. That voting by proxy/ authorised representative be permitted, provided that a 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 Naigaon, Post Waluj, Aurangabad 431133, not later than, 48 hours before the aforesaid meeting. 4 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 shall determine the value for the purpose of the aforesaid meeting. 10. That the Chairman 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. That convening and holding the meeting of the sole Preference Shareholder of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Arrangement between Garware Chemicals Limited, the Demerged Company with Garware Polyester Limited, the Resulting Company and their Respective Equity Shareholders, is dispensed with in view of the averments made in paragraph 14 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to its sole Preference Shareholder. The Applicant Company also undertakes to publish the same in two local news papers viz., ‘Lokmat Times’ in English language and ‘Sakal’ in the Marathi language, both circulated in Aurangabad. The said undertaking is accepted. 12. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Garware Chemicals Limited, the Demerged Company and Garware Polyester Limited, the Resulting Company and their respective Equity Shareholders is dispensed with in view of the averments made in paragraph 15 of the Affidavit in support of the 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 Secured Creditors and also undertakes to publish the notice of hearing of the Petition in two local news papers viz., ‘Lokmat Times’ in English language and ‘Sakal’ in the 5 Marathi language, both circulated in Aurangabad. The said undertaking is accepted. 13. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between Garware Chemicals Limited, the Demerged Company and Garware Polyester Limited, the Resulting Company and their respective Equity Shareholders is dispensed with in view of the averments made in paragraph 16 of the Affidavit, in support of the 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 two local news papers viz., Lokmat Times’ in English language and ‘Sakal’ in Marathi language, both circulated in Aurangabad. The said undertaking is accepted. ( S. J. Kathawalla, J ).