1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 830 OF 2010 In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Kotak Ginning and Pressing Industries Limited (the Demerged Company) and Kotak Commodity Services Limited (the Resulting Company) KOTAK GINNING AND PRESSING INDUSTRIES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 1st floor, Navsari Building, 240, D. N. Road, Mumbai – 400 001. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 16th December, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 9th December, 2010 of Mr. Vinay Kotak, Director of the Applicant Company, in support of the Summon for Direction and the Exhibits therein referred to, IT IS ORDERED:- 2 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Scheme of Arrangement between KOTAK GINNING AND PRESSING INDUSTRIES LIMITED, the Applicant / Demerged Company and KOTAK COMMODITY SERVICES LIMITED, the Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” to “C-7” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company, to consider and approve the proposed Scheme of Arrangement between KOTAK GINNING AND PRESSING INDUSTRIES LIMITED, the Applicant / Demerged Company and KOTAK COMMODITY SERVICES LIMITED, the Resulting Company is dispensed with in view of the consent given by the sole Secured Creditor of the Applicant Company, which is annexed as Exhibit “D” to the Affidavit in support of the Summons for Direction. 3. That a the meeting of the Unsecured Creditors of KOTAK GINNING AND PRESSING INDUSTRIES LIMITED, the Applicant / Demerged Company be convened and held at Indian Merchants’Chamber, Walchand Hirachand Hall, 4th floor, Churchgate, Mumbai – 400 020, on Monday, the 24th January, 2011 at 11.00 a.m. for the purpose of considering, and if thought fit, approving, with or without modification, the propose Scheme of Arrangement between KOTAK GINNING AND PRESSING INDUSTRIES LIMITED, 3 the Applicant / Demerged Company and KOTAK COMMODITY SERVICES LIMITED, the Resulting Company. 4. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time 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 registered office of the Applicant Company as aforesaid and/or at the office of its advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published once each in ‘The Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed 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 Scheme of Arrangement, 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 post Under Certificate of Posting addressed to each of the Unsecured Creditors 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 4 Registrar of this Court is dispensed with. The Applicant Company undertakes to:- i. advertise the Notice convening meeting as per Form No. 36 (Rule 73) ii. issue Notice convening meeting of the Unsecured Creditors as per Form No. 38 (Rule 74) 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 Mr. Vinay Kotak, Director of the Applicant Company, failing him, Mr. Bhupendra Thakkar, Director of the Applicant Company, failing him, Mr. Sureshkumar Kotak, Director of the Applicant Company, is appointed as the Chairman for the above meeting to be held at Indian Merchants’Chamber, Walchand Hirachand Hall, 4th Floor, Churchgate, Mumbai – 400 020, on Monday, the 24th January, 2011 at 11.00 a.m. or any adjournment or adjournments thereof. 8. That the Chairman appointed for the meeting to issue the advertisement and send out the notices of the meeting 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 5 adjournment thereof or any other matter including amendment to the Scheme / Resolution, if any, proposed at the meeting by any person(s). 9. That quorum for the aforesaid meeting of the Unsecured Creditors shall be 3 Unsecured Creditors present in person or by proxy or through Authorised Representative. 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 1st Floor, Navsari Building, 240, D. N. Road, Mumbai – 400 001, not later than 48 hours before the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 11. That the value of the Unsecured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 12. That the Chairman appointed for the meeting 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. Vazifdar, J)