1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 337 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 Arrangement BETWEEN New Chemi Industries Limited AND Scott Pharmaceuticals Private Limited AND SC Enviro Agro India Private Limited AND Sumitomo Chemical India Private Limited AND their Respective Shareholders SC Enviro Agro India Private Limited, a } Company incorporated under the provisions } of Companies Act, 1956 having its registered } office at Plot No T 137, MIDC, Tarapur, Boisar, } Thane 401 506 }……Applicant Company Called Summons for Direction Coram: S. J. KATHAWALLA J DATE : 10TH JUNE 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 Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 25th April, 2011 of Mr. Dharmesh Upadhyaya, Authorised Signatory of the 2 Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders of SC Enviro Agro India Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between New Chemi Industries Limited, the First Transferor Company and Scott Pharmaceuticals Private Limited, the Second Transferor Company and SC Enviro Agro India Private Limited, the Third Transferor Company and Sumitomo Chemical India Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” and “C2 ” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in SC Enviro Agro India Private Limited, the Applicant Company, as stated in paragraph 14 of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of Unsecured Creditors of SC Enviro Agro India Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between New Chemi Industries Limited, the First Transferor Company and Scott Pharmaceuticals Private Limited, the Second Transferor Company and SC Enviro Agro India Private Limited, the Third Transferor Company and Sumitomo Chemical India Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the averments 3 made in paragraph 15 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the Petition in local newspapers, viz., „Free Press Journal ‟in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The Undertaking is accepted. (S.J. KATHAWALLA, J)