1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.446 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 Surfactant Specialities Limited And In the matter of a Scheme of amalgamation of Surfactant Specialities Limited (Surfactant) and Avinash Drugs Limited (Avinash) with Aarti Industries Limited (AARTI) Surfactant Specialities Limited, a Company incorporated under the Companies Act, 1956 and having its Registered Office at Udyog Kshetra, 2nd floor, Mulund Goregaon Link Road, off. L. B. S. Marg, Mulund(W), Mumbai 400 080 ) ) ) ) ) ) ……………..Applicant Called Summons for Direction Coram : S. C. Dharmadhikari J. Date : 23rd April, 2009 Mr. Devanshu P. Desai, Advocate for the Applicant 2 MINUTES OF ORDER UPON the application of the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Devanshu P. Desai for Applicant Company AND UPON reading the Affidavit dated 30th March 2009 of Shantilal T. Shah, Director of the Applicant Company in support of Summons for Direction, 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 modifications, the Scheme of Amalgamation of Surfactant Specialties Limited, the Applicant Company and Avinash Drugs Limited with Aarti Industries Limited, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders holding 100% Paid up Equity Share Capital of the Applicant Company which are annexed as Exhibit “L” to the Affidavit in support of Summons for Directions. 2. That convening and holding the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Surfactant Specialties Limited, the Applicant Company along with Avinash Drugs Limited with Aarti Industries Limited, the Transferee Company is dispensed with in view of the consent given by 1(One) out of 3(Three) Secured Creditors for 99.50% value of the total Secured Creditors of the Applicant Company which is annexed as Exhibits “N” to the Affidavit in support of Summons for Directions. However the Applicant Company undertakes to give individual notice of the hearing of the Petition to the remaining secured creditors. The said undertaking is 3 accepted. 3. That convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Surfactant Specialties Limited, the Applicant Company along with Avinash Drugs Limited with Aarti Industries Limited, the Transferee Company is dispensed with in view of the consents given by 133 (One Hundred and Thirty Three) out of 201 (Two Hundred One) Unsecured Creditors, being 66.17 % majority in number, for an aggregate value of 96.89% in value of the total Unsecured Creditors of the Applicant Company which are annexed as Exhibits “P-1 to P-133” to the Affidavit in support of Summons for Directions. However the Applicant Company undertakes to give individual notice of the hearing of the Petition to the remaining unsecured creditors. The said undertaking is accepted. COMPANY JUDGE