IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1519 OF 2008 In the matter of the Companies Act 1 of 1956) ; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between The Godavari Sugar Mills Limited and Godavari Biorefineries Limited. THE GODAVARI SUGAR MILLS LIMITED, ) a company incorporated under the Indian ) Companies Act, 1913 having its Registered ) Office at Fazalbhoy Building, 45/47, ) M. G. Road, Fort, Mumbai –400 001 ) ..Applicant Company Called for Summons for Direction Coram: A. M. Khanwilkar, J Date: 14 th November, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah 1 instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 20th day of October, 2008 of Mr. S. P. Gupta, Company Secretary of the Applicant Company, in support of the Summons for Directions IT IS ORDERED: 1. Order that a meeting of the Equity Shareholders of THE GODAVARI SUGAR MILLS LIMITED, Applicant / Transferor / Demerged Company be convened and held at the Registered Office of the Applicant Company at Fazalbhoy Building, 45/47, M. G. Road, Fort, Mumbai –400 001, on Saturday, 20 th day of December, 2008 at 11.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement between THE GODAVARI SUGAR MILLS LIMITED, the Applicant / Transferor / Demerged Company with GODAVARI BIOREFINERIES LIMITED, the Transferee / Resulting Company . 2. That the convening and holding the meeting of the Preference Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between THE GODAVARI SUGAR MILLS LIMITED, 2 the Applicant / Transferor / Demerged Company with GODAVARI BIOREFINERIES LIMITED, the Transferee / Resulting Company is dispensed with in view of the consents given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibits “B-1” to “B-5” to the affidavit dated 20 th October, 2008 of Mr. S. P. Gupta, Company Secretary of the Applicant company in support of the Summons for Direction. 3. That a meeting of the Secured Creditors of THE GODAVARI SUGAR MILLS LIMITED “Applicant /Transferor / Demerged Company be convened and held at the Registered Office of the Applicant Company at Fazalbhoy Building, 45/47, M. G. Road, Fort, Mumbai –400 001, on Saturday, 20 th day of December, 2008 at 12.00 noon., for the purpose of considering and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement between THE GODAVARI SUGAR MILLS LIMITED, the Applicant / Transferor / Demerged Company with GODAVARI BIOREFINERIES LIMITED, the Transferee / Resulting Company. 3 4. That a meeting of the Unsecured Creditors of THE GODAVARI SUGAR MILLS LIMITED, Applicant / Transferor / Demerged Company be convened and held at the registered office of the Applicant Company at Fazalbhoy Building, 45/47, M. G. Road, Fort, Mumbai –400 001, on Saturday, 20 th day of December, 2008 at 1.00 p.m., for the purpose of considering, and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Arrangement between THE GODAVARI SUGAR MILLS LIMITED, the Applicant / Transferor / Demerged Company with GODAVARI BIOREFINERIES LIMITED, the Transferee / Resulting Company. 5. That in view of the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of its Equity Shareholders held on 24th September, 2008 and in view of the averment made in paragraph (19) 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, the provisions of and the procedure prescribed under section 101 4 (2) of the Companies Act, 1956 is not required and is dispensed with. 6. That at least 21 clear days before the meetings to be held as aforesaid, an advertisement convening the said meetings, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Arrangement and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at the office of its advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published once each in ‘The Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi both having circulations in Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed with. 7. That, in addition, at least 21 clear days before the meetings to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, 5 shall be sent by Pre-paid letter post under Certificate of Posting addressed to each of the Equity Shareholders, Secured Creditors and Unsecured Creditors at their respective registered or last known addresses. 8. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to i. advertise the Notice convening meeting as per Form No.38 (Rule 74) ii. issue Notice convening meeting of the shareholders as per Form No.36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No.37 (Rule 73) The undertaking is accepted. 6 9. That Dr. S. K. Somaiya, Director of the Applicant Company, failing him Mr. Samir S. Somaiya, Director of the Applicant Company, failing him Mr. N.S. Khetan, General Manager of the Applicant Company is appointed as the Chairman of the above meetings of Equity Shareholders, Secured Creditors and Unsecured Creditors to be held on Saturday, 20 th day of December, 2008 as aforesaid or at any adjournment or adjournments thereof. 10. That The Chairman appointed for the meetings do issue the advertisement and send out the notices of the meeting referred to above. He shall have all power under the Article of Association of the Company and under the Company (Court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the Scheme / Resolution, if any, proposed at the meeting by any person(s). 11. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 Equity Shareholders present in person. 7 12. That quorum for the aforesaid meeting of the Secured Creditors shall be 2 Secured Creditors present in person or proxy or through authorised representative. 13. That quorum for the aforesaid meeting of the Unsecured Creditors shall be 10 Unsecured Creditors present in person or proxy or through authorised representative. 14. That voting by proxy / authorized representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at Fazalbhoy Building, 45/47, M. G. Road, Fort, Mumbai – 400 001 not later than 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 15. That the value of the shares of each of the Equity Shareholders, Secured and Unsecured Creditors shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meetings. 16. That the Chairman appointed for the meetings do report to this Court the result of respective the meetings within 30 days of 8 the conclusion of the last meeting and the said report shall be verified by his affidavit. COMPANY JUDGE 9