IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 666 OF 2010 In the matter of the Companies Act, 1956 (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 Godrej Gold Coin Aquafeed Limited (‘GGCAL’ or ‘the Transferor Company’) and Godrej Agrovet Limited (‘GAVL’ or ‘the Transferee Company’) and their respective Shareholders Godrej Gold Coin Aquafeed Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai – 400 079 ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J Date: 15th October, 2010 2 Mr. Rajesh Shah i/b. M/s. Rajesh Shah & Co., Advocates 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 Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th day of September, 2010 of Ms. Tejashree Gupte, Company Secretary of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Godrej Gold Coin Aquafeed Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Godrej Gold Coin Aquafeed Limited, the Applicant / Transferor Company and Godrej Agrovet Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” to “C8” to the affidavit in support of the Summons for Direction. 3 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Godrej Gold Coin Aquafeed Limited and Godrej Agrovet Limited and their respective Shareholders is dispensed with in view of the averments made in paragraph 16 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all its Secured Creditors. The Applicant Company also undertakes to publish the notice of the hearing of the Petition in one issue each of a daily news paper viz. ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Godrej Gold Coin Aquafeed Limited and Godrej Agrovet Limited and their respective Shareholders is dispensed with in view of the averment made in paragraph 17 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to 4 serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. J. Kathawalla, J.)