1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.435 OF 2009 In the matter of the Companies Act I 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 GHODAWAT INDUSTRIES (INDIA) PRIVATE LIMITED AND GHODAWAT PAN MASALA PRODUCTS (INDIA) PRIVATE LIMITED AND GHODAWAT AGRO PRIVATE LMITED 2 GHODAWAT AGRO PRIVATE LMITED aCompany) incorporated under the Companies Act, 1956 ) having its Registered Office at Plot No.438, A/P ) Chipri, Via, Jaysinghpur, Dist Kolhapur -416601 ) Maharashtra ) ……… APPLICANT Called Summons for Direction CORAM: S. C. Dharmadhikari, J DATE : 23rd April, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant Company MINUTES OF ORDER Upon the application of the Applicant above named by a Summons for Directions AND UPON hearing Mr. Hemant Sethi i/b Hemant Sethi & Co for the Applicant Company, AND UPON reading the Affidavit dated 9th April, 2009 of Mr. Yogesh Shewade, Authorised Signatory of the Applicant Company in support of Summons for Direction and the Exhibits referred to therein, IT IS ORDERED:- 3 1. That convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement between Ghodawat Industries (India) Private Limited, the Demerged Company and Ghodawat Pan Masala Products (India) Private Limited, the First Resulting Company and Ghodawat Agro Private Limited, the Applicant/ the Second Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “B- 1 to B-3” to the Affidavit in Support of Summons for Directions. 2. That there are no Secured Creditors of the Applicant Company as mentioned in paragraph 27 of the Affidavit in Support of Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 4 3. That convening and holding of 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 Arrangement between Ghodawat Industries (India) Private Limited, Demerged Company and Ghodawat Pan Masala Products (India) Private Limited, First Resulting Company and Ghodawat Agro Private Limited, the Applicant/ the Second Resulting Company is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company which is annexed as Exhibit “C” to the Affidavit in Support of Summons for Directions COMPANY JUDGE