IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.623 OF 2011. In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 105 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of CRESCENT CHEMSOL PRIVATE LIMITED WITH CRESCENT ORGANICS PRIVATE LIMITED CRESCENT ORGANICS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Windsor, 2nd Floor, CST Road, Kalina, Santacruz (East), Mumbai – 400098. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 14th October, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate 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 M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 4th day of October, 2011 of Mr. Dinesh Maheshwari, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of CRESCENT CHEMSOL PRIVATE LIMITED, the Transferor Company with CRESCENT ORGANICS PRIVATE LIMITED, the Applicant /Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “G-1” to “G-22” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of CRESCENT CHEMSOL PRIVATE LIMITED, the Transferor Company with CRESCENT ORGANICS PRIVATE LIMITED, the Applicant /Transferee Company is dispensed with in view of the averments made in paragraph 16 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of CRESCENT CHEMSOL PRIVATE LIMITED, the Transferor Company with CRESCENT ORGANICS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 4. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on September 20, 2011 and in view of the averment made in paragraph 18 of the Affidavit in support of Summons for Direction, that the reduction of equity share capital of the Applicant Company 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 the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is not required and is dispensed with. (S. C. Dharmadhikari, J)