IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1325 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Ratnaprabha Sugars Limited. And In the matter of the Scheme of Amalgamation of Godavari Biofuel Private Limited and Ratnaprabha Sugars Limited into Shree Renuka Sugars Limited Ratnaprabha Sugars Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 7th Floor, Devchand House, Shiv Sagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400018, Maharashtra ) ) ) ) ) ………Applicant Company ( Second Transferor Company) Called Summons for direction CORAM: Dr. D.Y. Chandrachud J Dated : 18th December, 2009 Mr. Ashish Kamat i/b M/s Chitnis & Co for Applicant Company. 1 MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a summons for direction, AND UPON hearing Mr. Ashish Kamat i/b M/s Chitnis & Co. for the Applicant and UPON reading the Affidavit dated 7th day of December, 2009 of Mr. Dakshinamurthy Viswanathan Iyer, Authorised Signatory of the Applicant Company in support of the summons for direction, IT IS ORDERED -: 1. That the 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 arrangement embodied in the Scheme of Amalgamation of Godavari Biofuel Private Limited and Ratnaprabha Sugars Limited into Shree Renuka Sugars is dispensed with in view of the consents in writing given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “ H-1 ” to Exhibit “ H-7 ” to the Affidavit in support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 22 of the Affidavit in support of Summons for 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 the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, the arrangement embodied in the Scheme of Amalgamation of Godavari Biofuel 2 Private Limited and Ratnaprabha Sugars Limited into Shree Renuka Sugars Limited is dispensed with in view of the consents in writing given by 59 out of 107 Unsecured Creditors of the Applicant Company representing 98.34 % in value and 55.14 % in number, which are annexed as Exhibit “J-1” to Exhibit “J- 59 ” to the Affidavit in support of Summons for Direction and in view of the undertaking given by the Applicant to this Court to issue individual notice of final hearing of the Petition by R.P.A.D to its remaining Unsecured Creditors who have not given their consents and also to publish the date of the hearing of the petition in two local newspapers, namely, “Maharashtra Times” in Marathi edition and “Free Press Journal” in English edition, both having circulation in Mumbai. 4. Certified copy of the order be expedited. (Dr. D.Y. Chandrachud, J.) 3