1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.453 OF 2009 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between STANDARD GREASES PRIVATE LIMITED and STANDARD OILS & GREASES PRIVATE LIMITED and TARAPUR GREASE INDUSTRIES PRIVATE LIMITED and STANDARD PETROLEUMS PRIVATE LIMITED with STANDARD GREASES (SILVASSA) PRIVATE LIMITED TARAPUR GREASE INDUSTRIES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 1-2, Talak Kunj, 21 Police Court Lane, Fort, Mumbai – 400 001, Maharashtra. ) ) ) ) ) ) ) … Applicant Company Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 23rd April, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER 2 UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 4th day of April, 2009 of Mr. Kamal Agarwal, Authorised Signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between STANDARD GREASES PRIVATE LIMITED and STANDARD OILS & GREASES PRIVATE LIMITED and TARAPUR GREASE INDUSTRIES PRIVATE LIMITED, the Applicant Company and STANDARD PETROLEUMS PRIVATE LIMITED with STANDARD GREASES (SILVASSA) PRIVATE LIMITED is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibit “B-1” to “B-16” 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 Arrangement embodied in the Scheme of Arrangement between STANDARD GREASES PRIVATE LIMITED and STANDARD OILS & GREASES PRIVATE LIMITED and TARAPUR GREASE INDUSTRIES PRIVATE LIMITED, the Applicant Company and STANDARD PETROLEUMS PRIVATE LIMITED with STANDARD 3 GREASES (SILVASSA) PRIVATE LIMITED is dispensed with in view of the averments made in paragraph 30 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 Free Press Journal, in English and Maharashtra Times, in Marathi. The 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 Arrangement embodied in the Scheme of Arrangement between STANDARD GREASES PRIVATE LIMITED and STANDARD OILS & GREASES PRIVATE LIMITED and TARAPUR GREASE INDUSTRIES PRIVATE LIMITED, the Applicant Company and STANDARD PETROLEUMS PRIVATE LIMITED with STANDARD GREASES (SILVASSA) PRIVATE LIMITED is dispensed with in view of the averments made in paragraph 31 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 Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The undertaking is accepted. 4. That the Applicant Company having passed the Special Resolution at 4 the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on March 24, 2009 and in view of the averment made in paragraph (32) of the Affidavit in support of Summons for Direction, that the reduction of Equity Share Capital and utilisation of securities premium account 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 COMPANY JUDGE