1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.238 OF 2009 In the matter of 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 Scheme of Arrangement between Jaya Hind Sciaky Limited and Kinetic Engineering Limited and Kaygee Auto Products Private Limited and their respective shareholders Kinetic Engineering Limited, a Company incorporated } Under the provisions of Companies Act, 1956 having } Its Registered Office at D-1 Block, Plot No.18/2, } Chinchwad, Pune – 411 019 }……Applicant Company Called Summons for Direction CORAM: S. J. VAZIFDAR J DATE: 27th February 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: 1. That a meeting of the equity shareholders of the Applicant Company shall be convened and held at the registered office of the Applicant Company at D-1 Block, Plot No.18/2,Chinchwad, Pune – 411 019 on Monday, the 30th day of March 2009 at 10.30 AM for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Jaya Hind Sciaky Limited and 2 Kinetic Engineering Limited, the Applicant company and Kaygee Auto Products Private Limited and their respective shareholders. 2. That a meeting of the preference shareholders of the Applicant Company shall be convened and held at the registered office of the Applicant Company at D-1 Block, Plot No.18/2,Chinchwad, Pune – 411 019 on Monday, the 30th day of March 2009 at 9.00 AM, ,for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Jaya Hind Sciaky Limited and Kinetic Engineering Limited, the Applicant company and Kaygee Auto Products Private Limited and their respective shareholders. 3. That at least 21 clear days before the day appointed for the meetings to be held as aforesaid, notice convening the said meetings, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Arrangement, copy of 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 and Preference shareholders respectively, of the Applicant Company at their last known addresses. 4. That at least 21 days clear days before the meetings to be held as aforesaid, an advertisement convening the said meetings 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, be inserted once each in ‘Indian Express’ in English and ‘Loksatta’ in Marathi (both Pune Edition). Publication of the advertisement in the in Maharashtra Government Gazette is dispensed with. 3 5. That settling and approving of the form of advertisement, form of proxy, the form of notice and the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the Notice and the Explanatory Statement by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:- (a) advertise the Notice convening 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 Explanatory 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. 6. That Mrs Sulajja Firodia Motwani, Director of the Applicant Company failing her Mr. P.C. Jain., Consultant to the Applicant Company and failing him Mr Anil Kale., Company Secretary of the of the Applicant Company shall be the Chairman of the meetings of the equity shareholders and preference shareholders to be held on 30th day of March 2009 or at any adjournment or adjournments thereof. 7. That the Chairman appointed for the aforesaid meeting shall issue advertisements and send out notices of the said meetings referred to above. It is further directed that the Chairman of the meetings shall have all powers as per its 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 adjourned 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. 4 8. The quorum for the said meeting of equity shareholders shall be 5 (five) shareholders and quorum for said meeting of preference shareholders shall be 2 (two) preference shareholders, of the Applicant Company present in person or by proxy. 9. That the voting by proxy is permitted provided that proxy in the prescribed form and 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 D-1 Block, Plot No.18/2, Chinchwad, Pune – 411 019 not later than 48 hours before the said meeting as required under Rule 70(2) of the Company Court Rules, 1959.That the number of the shares of 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 meetings of the Secured and 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 Jaya Hind Sciaky Limited and Kinetic Engineering Limited, the Applicant Company and Kaygee Auto Products Private Limited, is dispensed with in view of averments made in paragraph twenty eight of the affidavit dated 21st February 2009 of Mr. Anil Kale Constituted Attorney of the Applicant Company in support of Summons for Direction. Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Secured and Unsecured Creditors of the date of hearing of petition and also publish notices in two local newspapers. The said undertaking is accepted. 5 11. That in view of averments made in paragraphs twenty six & twenty seven of the affidavit dated 21st February 2009 of Mr. Anil Kale Constituted Attorney of the Applicant Company in support of Summons for Directions, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is not applicable and the same is dispensed with as the same does not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital. However the Applicant Company will move Special Resolution in the aforesaid meeting of the equity shareholders pursuant to provisions of Section 100 of the Companies Act, 1956 for confirming the cancellation of Equity share Capital. 12. It is further directed that the Chairman do report to this Court, the result of the said meetings within 15 days of the conclusion of the meetings and the said Report shall be verified by an affidavit. Sd/- (S. J. VAZIFDAR.J)