1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.906 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 78, 100 to 103 and Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Siltex India Limited (‘First Demerged Company’) And GSR Products Limited (‘First Resulting Company’ or ‘Second Demerged Company’) And Indo International Fertilizers Limited (‘Second Resulting Company’) And their respective Shareholders. SILTEX INDIA LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 2, Gokul Kunj, Ground Floor, Opp. Bank of India, Dand Pada, 1st Road, Khar (w), Mumbai 400 052. ) ) ) ) ) ) ……..Applicant Company Called for Summons for Directions Coram: S. J. Kathawalla, J. Date: 4th September, 2009 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant 2 MINUTES OF ORDER UPON the application of the Applicant Company abovenamed 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 27th day of August, 2009 of Mr. T. V. Dwarkanath, the Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the ‘Class A’ Equity Shareholders of Siltex India Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Arrangement between Siltex India Limited, Applicant/ First Demerged Company and GSR Products Limited, First Resulting Company/Second Demerged Company and Indo International Fertilizers Limited, Second Resulting Company and their respective Shareholders is dispensed with in view of the consents given by all the ‘Class A’ Equity Shareholders of the Applicant Company, which are annexed as Exhibits I-1 to I-7 to the affidavit in support of the Summons for Direction. 2. That the convening and holding 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 arrangement embodied in 3 the Scheme of Arrangement between Siltex India Limited, Applicant/First Demerged Company and GSR Products Limited, First Resulting Company/Second Demerged Company and Indo International Fertilizers Limited, Second Resulting Company and their respective Shareholders is dispensed with in view of averments made in paragraph twenty of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the date of hearing of the petition by R.P.A.D. to all Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. 3. There are no Secured Creditors in the Applicant Company as mention in paragraph nineteen of affidavit in support of Summons for Direction. Hence the question of convening and holding meeting of the Secured Creditors does not arise. 4. That in view of the averments made in paragraph twenty one of the affidavit in support of the Summons for Direction stating that the Applicant Company having passed special resolution as required under section 100 of the Companies Act, 1956 in its Extra Ordinary General Meeting of ‘Class A’ Equity Shareholders held on 21st day of August, 4 2009 and that the proposed reduction does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure as required under section 101(2) of the Companies Act, 1956 is dispensed with. COMPANY JUDGE