1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.447 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 Avinash Drugs Limited And In the matter of a Scheme of amalgamation of Surfactant Specialties Limited (Surfactant) and Avinash Drugs Limited (Avinash) with Aarti Industries Limited (Aarti) Avinash Drugs Limited, a Company incorporated under the Companies Act, 1956 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 Petitioner MINUTES OF ORDER 2 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 Kalpesh Mehta, 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 Avinash Drugs Limited, the Applicant Company and Surfactant Specialties Limited with Aarti Industries Limited, the Transferee Company is dispensed with in view of the consents given by 14(fourteen) out of total 19 (nineteen) Equity Shareholders, being 73.68 % majority in number and holding 96.59% Paid up Equity Share Capital in the Applicant Company which are annexed as Exhibit “L” to the Affidavit in Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 21 of the Affadavit in support of Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 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 Avinash Drugs Limited, the Applicant Company along with Surfactant 3 Specialties Limited with Aarti Industries Limited, the Transferee Company, is dispensed with in view of the consents given by the all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits “N1 and N2” to the Affidavit in support of Summons for Directions. COMPANY JUDGE