IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.907 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of Sections 391 to 394 of the Companies Act, 1956. AND In the matter of Tricom Agrochem Limited having its Registered Office at 134, Great Western Building, 2 nd Floor, Nagindas Master Road Extn, Fort, Mumbai 400 023. AND In the matter of RIDS Securities Limited having its Registered Office at 54, Empire tower, Near associated petrol pump, CG Road, Ahmedabad – 380 006. AND In the matter of the Scheme of Amalgamation of Tricom Agrochem Limited and RIDS Securities Limited Tricom Agrochem Limited Incorporated and registered under the Companies Act,1956, having its registered office at 134,Great Western Building, 2 nd Floor, Nagindas Master Road Extn, Fort, Mumbai 400 023. ) ) ) ) ) ) …Applicant Called summons for Direction Coram: S. J. Kathawalla, J Date : 4 th September, 2009 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocate for Applicants. MINUTES OF ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., for Applicant, AND upon reading the Affidavit dated 13th July, 2009 of Mr. Paresh Pathak, Authorized Signatory of the Applicant Company in support of the Summons for Direction and the Exhibit 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, the Scheme of Amalgamation of Tricom Agrochem Limited, the Applicant/ Transferor Company with RIDS Securities Limited, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as per the original letters of Consents annexed as Exhibit “J” to “J-251” to the Affidavit in support of summons for Directions. The Applicant undertakes to issue individual notice of date of Hearing of Petition to those Shareholders who have signed their respective Consent Letters in vernacular language. The said undertaking is accepted. 2. There are no Preference Shareholders nor Debenture holders of the Applicant Company, as mentioned in paragraph 19 of Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Preference Shareholder or Debenture holder does not arise. 3. That convening and holding of the meeting of Secured Creditor of the Applicant Company for the purpose of considering and if thought fit approving with or without modification the Scheme of Amalgamation of Tricom Agrochem Limited (the Applicant Company herein), the Transferor Company with RIDS Securities Limited, the Transferee Company is dispensed with in view of the consent given by the only Secured Creditors of the Applicant Company as per the original letter of consent annexed as Exhibit “L” to the affidavit in support of Summons for Directions. 4. That convening and holding of the meeting of Unsecured Creditors of the Applicant Company for the purpose of considering and if thought fit approving with or without modification the Scheme of Amalgamation of Tricom Agrochem Limited (the Applicant Company herein), the Transferor Company with RIDS Securities Limited, the Transferee Company is dispensed with in view of the consent given by the all Unsecured Creditors of the Applicant Company as per the original letter of consent annexed as Exhibit “N” to “N–20” to the affidavit in support of Summons for Directions. COMPANY JUDGE.