1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 336 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement BETWEEN New Chemi Industries Limited AND Scott Pharmaceuticals Private Limited AND SC Enviro Agro India Private Limited AND Sumitomo Chemical India Private Limited AND their Respective Shareholders New Chemi Industries Limited, a Company } incorporated under the provisions of } Companies act, 1956 having its registered } Office at 33, 3rd Floor, 220, Maker Chamber } VI Nariman Point, Mumbai 400 021 }……Applicant Company Called Summons for Direction Coram: S. J. KATHAWALLA, J Date: 10TH JUNE, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & 2 Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st April, 2011 of Mr. Sushil Marfatia, Chief Executive Officer of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders of New Chemi Industries Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between New Chemi Industries Limited, the first Transferor Company and Scott Pharmaceuticals Private Limited, the Second Transferor Company and SC Enviro Agro India Private Limited, the Third Transferor Company and Sumitomo Chemical India Private Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” to “C7 ” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in New Chemi Industries Limited, the Applicant Company, as stated in paragraph 12 of the Affidavit in support of Company Summons of 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 Unsecured Creditors of New Chemi Industries Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between New Chemi Industries Limited, the first Transferor Company and Scott Pharmaceuticals Private Limited, the Second Transferor Company and SC Enviro Agro India Private Limited, the Third Transferor Company and Sumitomo Chemical India Private Limited, the Transferee Company and their Respective 3 Shareholders is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditor having an outstanding balance of above Rs. 1,00,000/-. The Applicant Company also undertakes to publish the notice of hearing of the Petition in two local newspapers, viz., „Free Press Journal ‟in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The Undertaking is accepted. (S.J. KATHAWALLA, J)