1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 455 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, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Garware Chemicals Limited ( “the Demerged Company”) and Garware Polyester Limited ( “the Resulting Company”) and their Respective Equity Shareholders GARWARE CHEMICALS LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Naigaon, Post Waluj, Aurangabad 431133. ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 22nd July, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & 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. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th June, 2011 of Mr. Milind Wagh, Company Secretary of the Applicant Company, in support of 2 Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant / Demerged Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Arrangement between Garware Chemicals Limited, the Demerged Company and Garware Polyester Limited, the Resulting Company and their Respective Equity Shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits C1 to C17 to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company, as stated in paragraph 11 of the Affidavit in support of the Summons of Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Loan Creditors and Unsecured Creditors of the Applicant / Demerged Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Arrangement between Garware Chemicals Limited, the Demerged Company and Garware Polyester Limited, the Resulting Company and their respective Equity 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 the Petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the same in two news papers viz., ‘Lokmat Times’ in English language and ‘Sakal’ in the Marathi language, both circulated in Aurangabad. The said undertaking is accepted. 4. That the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with in view of the averments 3 made in paragraph 13 of the Affidavit in support of the Summons for Direction stating that the reduction of the Share Capital shall be effected as an integral part of the Scheme 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 it also does not involve any compromise or arrangement with any creditors of the Applicant Company. The Applicant Company undertakes to convene and hold an Extra General Meeting of its Equity Shareholders under Section 100 of the Companies Act, 1956 for the proposed reduction, before filing the Company Scheme Petition and to annex a copy of the said Resolution to the said Petition. The said undertaking is accepted. ( S. J. Kathawalla, J ).