1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 820 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Jay Mahesh Sugar Industries Limited (‘the Transferor Company’) WITH NSL Sugars Limited (‘the Transferee Company ’) AND Their Respective Shareholders Jay Mahesh Sugar Industries Limited, a company incorporated under the Companies Act, 1956 having its registered office at Village Pawarwadi, Taluka Majalgaon, Beed, Maharashtra 431131 ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. C. DHARMADHIKARI, J Date: 23rd DECEMBER 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 16th day of December 2011 of Mr. Suyog Mehta, Company Secretary of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Jay Mahesh Sugar Industries Limited, the Applicant/ Transferor Company with NSL Sugars Limited, the 2 Transferee Company and their Respective Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which is annexed as Exhibit H1 to H7 to the Affidavit in support of the Summons for Direction. 2. That convening and holding of the meeting of the 8% Non-Cumulative Convertible Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Jay Mahesh Sugar Industries Limited, the Applicant/ Transferor Company with NSL Sugars Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consents given by sole 8% Non-cumulative Convertible Preference Shareholders of the Applicant Company, which is annexed as Exhibit K to the Affidavit in support of the Summons for Direction. 3. That a meeting of the 40% Cumulative Non- Convertible Redeemable Preference Shareholders of the Applicant Company, be convened and held at the Registered office of the Applicant Company at Village Pawarwadi, Taluka Majalgaon, Beed, Maharashtra, Pin- 431131 on 28th day of January 2012 at 11.00 A.M. for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Jay Mahesh Sugar Industries Limited, the Applicant/ Transferor Company with NSL Sugars Limited, the Transferee Company and their Respective Shareholders . 4. That at least 21 clear days before the meeting of the 40% Cumulative Non-Convertible Redeemable Preference Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to 3 Section 393 of the Companies Act, 1956 and 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 in ‘Lokmat Times’ in English and ‘Sakal ’ in Marathi, both circulated at Beed. 5. That, in addition, at least 21 clear days before the said meeting of the 40% Cumulative Non-Convertible Redeemable Preference Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter posted by Courier or by Registered post addressed to each of the 40% Cumulative Non-Convertible Redeemable Preference Shareholders of the Applicant Company at their respective registered or last known addresses. 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 Company undertakes to: a) issue Notices convening meeting of the 40% Cumulative Non- Convertible Redeemable Preference Shareholders as per Form No. 36 (Rule 73) b) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; c) issue Form of Proxy as per Form No. 37 (Rule 73) d) advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 4 7. That Mr. Harikiran Vallurupali, Director of the Applicant Company, and failing him, Mr. Bhupendra Mishra, Vice President - Operations of the Applicant Company, and failing him, Mr. Suyog Mehta, Company Secretary of the Applicant Company, shall be the Chairman of the aforesaid Meeting to be held at Village Pawarwadi, Taluka Majalgaon, Beed, Maharashtra, Pin- 431131 on 28th day of January, 2012 at 11.00 A.M. or any adjournment or adjournments thereof. 8. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 9. That quorum for the aforesaid meeting of the Cumulative 40% Cumulative Non- Convertible Redeemable Preference Shareholders shall be five (5) members of the Company present in person. 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 Applicant Company at its Registered Office at Village Pawarwadi, Taluka Majalgaon, Beed, Maharashtra 431131 not later than, 48 hours before the aforesaid meeting. 11. 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.. 12. 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. 13.That convening and holding of the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of 5 Amalgamation of Jay Mahesh Sugar Industries Limited, the Applicant/ Transferor Company with NSL Sugars Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph 18 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to give individual notices to all its Secured Creditors and also publish the notice in one issue each of a daily newspaper viz, the ‘‘Lokmat Times’ in English and ‘Sakal ’ in Marathi, both circulated at Beed. The said Undertaking is accepted. 14. That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Jay Mahesh Sugar Industries Limited, the Applicant/ Transferor Company with NSL Sugars Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of averments made in paragraph 19 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to give individual notices to all its Unsecured Creditors and also publish the notice in one issue each of a daily newspaper viz, the ‘‘Lokmat Times’ in English and ‘Sakal ’ in Marathi, both circulated at Beed. The said Undertaking is accepted. (S.C.DHARMADHIKARI, J)