1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.342 OF 2009 In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Section 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Stripes Apparels Limited with Kamadgiri Synthetics Limited and their respective shareholders Kamadgiri Synthetics Limited, a Company incorporated ) Under the provisions of Companies Act, 1956 having ) its registered office at 28, Y. A. Chunawala Industrial ) Estate, Kondivita Lane, Andheri (East), Mumbai – 400 059 ) …….Applicant company Called Summons for Direction CORAM: S. J. VAZIFDAR. J DATE: 20th March, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated March 17, 2009 of Mr. Ajay Lalgarhia, 2 Authorized Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a meeting of the equity shareholders of the Applicant Company shall be convened and held atat Hotel Suncity Residency, Sixteenth Road, MIDC, Opp. Prasad Building, Andheri (East), Mumbai -400 093 on Saturday , 18th day of April 2009 at 11.00 A.M. for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Amalgamation of Stripes Apparels Limited, the Transferor Company with Kamadgiri Synthetics Limited, the Applicant/Transferee Company and their respective shareholders. 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Amalgamation, 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 under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their last known address. 3. That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meeting indicating the day, the date and the place and time as aforesaid be published, stating that the copies of the Scheme of Amalgamation, 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 - 400 022, one each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi (both Pune Edition). Publication thereof in Maharashtra Government Gazette is dispensed with. 3 4. That settling and approving of the form of advertisement, form of proxy, the form of notice and 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) 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 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. 5. That Mr. Predip Kumar Goenka, Chairman & Managing Director of the Applicant Company, and in his absence Mr. Lalit Kumar Goenka, hole Time Director of the Applicant Company, and in his absence Mr. Tilak Pradip Goenka, Director of the Applicant Company, shall be the Chairman of the meeting of the equity shareholders to be held on Saturday , 18th day of April 2009 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting 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. 7. That the quorum for the meeting of equity shareholders shall be 5 (five) shareholders of the Applicant Company present in person or by proxy. 4 8. 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 Kamadgiri Synthetics Limited 28, Y. A. Chunawala Industrial Estate, Kondivita Lane, Andheri (East), Mumbai – 400 059 not later than 48 hours before the said meeting as required under Rule 70(1) of the Company Court Rules, 1959. 9. 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 Amalgamation of Stripes Apparels Limited, the Transferor Company with Kamadgiri Synthetics Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of averments made in paragraph twenty eight of the affidavit dated March 17, 2009 of Mr. Ajay Lalgarhia Authorized Signatory 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 Creditors. The said undertaking is accepted. 11. That the Chairman do report to this Court, the result of the said meeting within 15 days of the conclusion of the meeting and the said Report shall be verified by an affidavit. Sd/- (S. J. VAZIFDAR J)