IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISIDICTION COMPANY SUMMONS FOR DIRECTION NO. 72 OF 2010 In the matter of the Companies Act, 1956 (as amended); -And- In the matter of Sections 391 to 394 of the Companies Act, 1956 (as amended); -And- In the matter of Pashupatinath Tobacco Products Private Limited, a company incorporated under the Companies Act, 1956 (as amended), and having its registered office at Camel House, Nashik Pune Road, Nashik- 422011; -And- In the matter of the Scheme of Amalgamation of Kay Bee Food Products (Nasik) Private Limited, Kiran Ayurvedic Products Private Limited, Pashupatinath Tobacco Products Private Limited, Shrirang Tobacco Processors Limited, Shrirang Bidi Private Limited, Trustworthy Trade and Transport Private Limited and Snow Valley Hotels Private Limited with Rasbihari Enterprises Limited. 2 Pashupatinath Tobacco Products Private Limited, a company incorporated under the Companies Act, 1956 (as amended), and having its registered office at Camel House, Nashik Pune Road, Nashik- 422011 ) ) ) ) ) … Applicant Company Called Summons For Direction: Mr. Zubin Behramkamdin and Mr. Charles De Souza i/b Bharucha & Partners, Advocates for the Applicant. CORAM:- S. J. Kathawalla J. DATED:- 29th January, 2010. MINUTES OF ORDER Upon the application of the Applicant above named, by Summons for Direction AND upon hearing Shri Zubin Behramkamdin, i/b Bharucha & Partners, Advocates for the Applicant, AND upon reading the Affidavit dated 6th day of January 2010 of Arun Daulatrao Aher, Director of the Applicant Company, in support of the Summons for Direction and the exhibits therein referred to (Exhibit Q being a copy of the proposed compromise or arrangement), IT IS ORDERED: 1. That the convening and holding of the meeting of the equity shareholders of the Applicant Company is dispensed with, in view of the consents given by all the Equity Shareholders of the Applicant Company to the proposed Scheme of Amalgamation, which are annexed as ‘Exhibits T1 to T7’ to the Affidavit in support of Summons for Direction; 2. That there are no secured creditors of the Applicant Company as mentioned in paragraph 38 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of the secured creditors does not arise; 3. That a meeting of the unsecured creditors, of the Applicant Company shall be convened and held at Camel House, Nashik – Pune Road, Near Dwarka 3 Circle, Nashik – 422011 on Thursday, the 4th day of March 2010, at 11:00 a.m., for the purpose of considering, and if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation to be made between Pashupatinath Tobacco Products Private Limited, the Applicant Company and Kiran Ayurvedic Products Private Limited, Kay Bee Food Products Private Limited, Shrirang Tobacco Processors Limited, Shrirang Bidi Private Limited, Trustworthy Trade and Transport Private Limited and Snow Valley Hotels Private Limited with Rasbihari Enterprises Limited. 4. That at least 21 clear days before the day appointed for the meeting, an advertisement convening the same and stating that copies of the said compromise or arrangement and of the statement required to be furnished pursuant to section 393 and forms of proxy can be obtained free of charge at the Registered Office of the Company or at the office of its Advocate, be inserted once each in viz. a. Deshdoot Times in English and b. Deshdoot in Marathi, both having circulation in Nasik. And that the publication of the Notice in the Maharashtra Government Gazette be dispended with. 5. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the said Scheme of Amalgamation, a copy of the statement required to be sent under Section 393, and the prescribed Form of proxy, shall be sent by prepaid letter post under certificate of posting addressed to each of the unsecured creditors at their respective registered or last known addresses. 4 6. 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 Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to: (a) issue Notice convening meeting of the Unsecured Creditors as per Form No.36 (Rule 73); (b) issue Form of Proxy as per Form No.37 (Rule 73); (c) advertise the Notice convening meeting as per Form No.38 (Rule 74); (d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956. The said undertaking is accepted. 7. That Ms. Sujata Rajesh Rajebahadur, Practising Company Secretary and Consultant to the Applicant Company, shall be the Chairperson and failing her, Shri Arun Daulatrao Aher, Director, shall be the Chairman of the meeting to be held on March 4, 2010 as aforesaid. 8. That the Applicant Company do issue the advertisements and send out the notice of the meeting referred herein above as per the direction of the Chairman of the meeting. It is further directed that the Chairman of the meeting shall have all powers as per Articles of Association of the Applicant Company, the Companies Act, 1956 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 any other matter including the amendment/s to the Scheme of Amalgamation or Resolutions, if any, proposed at the meeting by any person(s) to ascertain the decision of or the sense of the meeting by a poll. 9. That the quorum for the said meeting shall be 1 (one) unsecured creditor(s) either present in person or by proxy or through an authorised representative. 5 10. 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 company at its registered office at Camel House, Nashik Pune Road, Nashik- 422011 not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 11. That the value of each creditor shall be in accordance with books of the company, and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting. 12. And it is further ordered that the Chairman do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his affidavit. (S. J. Kathawalla J.)