1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.532 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956, (Act I of 1956); And In the matter of the Scheme of Arrangement/Compromise between Shri Anil Kagliwal and Statutory Creditors, Secured Loan Creditors, Unsecured Loan Creditors and Unsecured Creditors of M/s. Mayo Remedies Ltd. (in Liquidation); And In the matter of winding up order dated 27.07.2010 passed in Company Petition No.72 of 2008 appointing Official Liquidator; And In the matter of Mayo Remedies Limited (in Liquidation), a Company incorporated under the Companies Act I of 1956, having its Registered Office at Nath House, Nath Road, Aurangabad – 431 005. Anil Kagliwal, ) Shareholder/Ex-Director/Contributory ) of Mayo Remedies Ltd. (in liquidation) ) having his Office at Nath House, ) Nath Road, Aurangabad – 431 005 ) ..Applicant Called for Summons for Direction Coram: S. C. Dharmadhikari J Date: 2nd September, 2011 2 Mr. Dilip Rai i/b Aruna Singh, Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant abovenamed by a Summons for Direction and UPON HEARING Mr. Dilip Rai instructed by Aruna Singh, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 3rd August 2011 of Mr. Anil Kagliwal the Shareholder/Ex- Director/Contributory of Mayo Remedies Ltd. (in liquidation), the Applicant in support of the Summons for Directions and the Exhibits therein referred to, IT IS ORDERED:- 1) That convening and holding the meeting of the Equity Shareholders of Mayo Remedies Limited (in Liquidation), for the purpose of considering and, if thought fit, approving, with or without modification the proposed Scheme of Arrangement/Compromise between Applicant and Statutory Creditors, Secured Loan Creditors, Unsecured Loan Creditors and Unsecured Creditors of Mayo Remedies Limited (in Liquidation) is dispensed with in view of the consent given by all the Equity Shareholders of Mayo Remedies Limited (in Liquidation), which are 3 annexed as Exhibits “L1” to “L11” to the Affidavit- in-support of the Summons for Direction. 2) That a meeting of the Statutory Creditors of Mayo Remedies Limited (in Liquidation) as specified in the Scheme be convened and held at the Registered Office of the Company at Nath House, Nath Road, Aurangabad – 431 005 on Saturday, 5th November, 2011 at 11: 30 a.m. for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement/Compromise between the Applicant and Statutory Creditors, Secured Loan Creditors, Unsecured Loan Creditors and Unsecured Creditors of Mayo Remedies Limited (in Liquidation). 3) That a separate meeting of the Unsecured Loan Creditors of Mayo Remedies Limited (in Liquidation) as specified in the Scheme be convened and held at the Registered Office of the Company at Nath House, Nath Road, Aurangabad – 431 005 on Saturday, 5th November, 2011 at 12.00 p.m., for the purpose of considering and, if thought fit, 4 approving, with or without modification, the proposed Scheme of Arrangement/Compromise between the Applicant and Statutory Creditors, Secured Loan Creditors, Unsecured Loan Creditors and Unsecured Creditors of Mayo Remedies Limited (in Liquidation). 4) That a separate meeting of the Secured Loan Creditors of Mayo Remedies Limited (in Liquidation) as specified in the Scheme be convened and held at the Registered Office of the Company at Nath House, Nath Road, Aurangabad – 431 005 on Saturday, 5th November, 2011 at 12:30 p.m., for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement/Compromise between the Applicant and Statutory Creditors, Secured Loan Creditors, Unsecured Loan Creditors and Unsecured Creditors of Mayo Remedies Limited (in Liquidation). 5) That a separate meeting of the Unsecured Creditors of Mayo Remedies Limited (in Liquidation) as 5 specified in the Scheme be convened and held at the Registered Office of the Company at Nath House, Nath Road, Aurangabad – 431 005 on Saturday, 5th November, 2011 at 1.00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement/Compromise between the Applicant and Statutory Creditors, Secured Loan Creditors, Unsecured Loan Creditors and Unsecured Creditors of Mayo Remedies Limited (in Liquidation). 6) That the settling and approving of the form of notices, advertisements and the statement under Section 393 of the Companies Act, 1956 to accompany the notices and the form of proxy by the Company Registrar of this Court is dispensed with. The Applicant undertakes to :- i. Advertise the Notice convening meeting as per Form No.38 (Rule 74) ii. Issue Notice convening meeting of the Equity Shareholder as per Form No.36 (Rule 73) 6 iii. Issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. Issue Form of Proxy as per Form No.37 (Rule 73) The Undertaking is accepted. 7) That at least 21 clear days before the said meetings to be held as aforesaid, a notice convening the said meetings at the place and time aforesaid, together with a copy of the Scheme of Arrangement, 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 Pre-paid letter posted under Registered Post addressed to each of the different class of Creditors as specified in the Scheme at their respective registered last known address. 8) That at least 21 clear days before the said meetings to be held as aforesaid, an advertisement and notice convening the said meetings, at the place and time 7 aforesaid and stating that copies of the arrangement embodied in the Scheme of Arrangement 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 address of the Applicant as mentioned in the title as aforesaid be issued, and the said notice shall be published once each in ‘Lokmat Times’ in English language and ‘Gavkari’ in Marathi language both circulated at Aurangabad where the registered office of the Company is situate. Publication of notice in the Maharashtra Government Gazette is dispensed with. 9) Mr. M. D. Narvekar, the Master & Assistant Prothonotary (Judicial), High Court, Bombay, failing him, Mr. Anil Kagliwal, the Applicant herein, shall be the Chairman of the aforesaid meetings to be held at the registered office of the Company at Nath House, Nath Road, Aurangabad – 431 005 on Saturday, 5th day of November, 2011 or any adjournment/s thereof. 8 10)That the Chairman appointed for the meetings to issue the advertisement and send out the notices of the meetings referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the Scheme/Resolution, if any, proposed at the meeting by any person/s. 11)That quorum for the aforesaid meeting of the Statutory Creditors as specified in the Scheme shall be 1 (one) Statutory Creditor present either in person or by proxy or through authorised representative. 12)That quorum for the aforesaid meeting of the Unsecured Loan Creditors as specified in the Scheme shall be 1 (one) Unsecured Loan Creditors 9 present either in person or by proxy or through authorised representative. 13)That quorum for the aforesaid meeting of the Secured Loan Creditors as specified in the Scheme shall be 1 (one) Secured Loan Creditors present either in person or by proxy or through authorised representative. 14)That quorum for the aforesaid meeting of the Unsecured Creditors as specified in the Scheme shall be 5 (five) Unsecured Creditors present either in person or by proxy or through authorised representative 15)That voting by proxy/authorized 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 Company at its Registered office at Nath House, Nath Road, Aurangabad – 431 005, not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 10 16)That the value of each of the Statutory Creditors, Unsecured Loan Creditors, Secured Loan Creditors and Unsecured Creditors shall be in accordance with the books of the Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 17)That the Chairman appointed for the meetings to report to this Hon’ble Court the result of the said meetings within 30 days of the conclusion of the meetings and the said report shall be verified by his Affidavit. 18)The fees of the Chairman are fixed at Rs.5,000/- (Five Thousand only). (S. C. Dharmadhikari, J.)