IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 667 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Godrej Gold Coin Aqua Feed Limited (‘GGCAL’ or ‘the Transferor Company’) and Godrej Agrovet Limited (‘GAVL’ or ‘the Transferee Company’) and their respective Shareholders Godrej Agrovet Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai – 400 079 ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 15th October, 2010 2 Mr. Rajesh Shah i/b. M/s. Rajesh Shah & Co., Advocates 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 Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th day of September, 2010 of Mr. Makarand Karnataki, Deputy General Manager (Legal) of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Godrej Agrovet Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Godrej Gold Coin Aqua Feed Limited , ‘the Transferor Company and Godrej Agrovet Limited, the Applicant / Transferee Company and their respective Shareholders is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as 3 Exhibits “H1” to “H18” to the affidavit in support of the Summons for Direction. 2. That the convening and holding the Meeting of the Sole Secured Creditor of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Godrej Gold Coin Aqua Feed Limited and Godrej Agrovet Limited and their respective Shareholders is dispensed with in view of the averments made in paragraph 16 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to the sole Secured Creditor. The Applicant Company also undertakes to publish notice of hearing of the petition in one issue each of a daily news paper viz. ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 3. 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 Scheme of Arrangement between Godrej Gold Coin Aqua Feed Limited and Godrej Agrovet Limited and 4 their respective Shareholders is dispensed with in view of the averment made in paragraph 17 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors having an outstanding balance of Rs.1,00,000/- and more. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 4. That in view of the averments made in paragraph 18A of the Affidavit in support of the Summons for Direction stating that the reduction of the Securities Premium Account shall be effected as a part of the Scheme of Arrangement and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital or it does not involve any compromise or arrangement with any creditors of the Applicant Company, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. (S. J. Kathawalla, J.)