1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 824 OF 2011 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 Gokarna Oil Palm Limited ( ‘the Transferor Company No.1’) AND Godrej Oil Palm Limited ( ‘the Transferor Company No.2’) AND Cauvery Palm Oil Limited ( ‘the Transferor Company No.3’) WITH Godrej Agrovet Limited ( ‘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 for Summons for Direction Coram: S.C.Dharmadhikari, J. Date: 23rd December, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. 2 MINUTES OF THE ORDER UPON the application of the Applicant Company above named 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 16th December, 2011 of Mr. Atul G. Juvle, Head – Legal and Company Secretary 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 the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Godrej Gokarna Oil Palm Limited and Godrej Oil Palm Limited and Cauvery Palm Oil Limited with Godrej Agrovet Limited and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits K1 to K18 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 for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Godrej Gokarna Oil Palm Limited and Godrej Oil Palm Limited and Cauvery Palm Oil Limited and Golden Feed Products Limited with Godrej Agrovet Limited and their respective shareholders is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of Petition by R.P.A.D. upon all its Secured Creditors and to publish the same in two news papers viz. ‘Free Press Journal’ in English language and 3 ‘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 Gokarna Oil Palm Limited and Godrej Oil Palm Limited and Cauvery Palm Oil Limited with Godrej Agrovet Limited and their respective shareholders is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of Petition by R.P.A.D. upon all its Unsecured Creditors having an outstanding balance of Rs. 1,00,000/-(Rupees One lakh) and more and to publish the same in two newspapers 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 14 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 and that the same 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. C. Dharmadhikari, J.)