IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.389 OF 2009 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Bayer Polychem (India) Limited; AND IN THE MATTER of Scheme of Arrangement between Bayer Pharmaceuticals Private Limited And Its Members And Bayer Polychem (India) Limited And Its Members For Amalgamation Of Bayer Polychem (India) Limited With Bayer Pharmaceuticals Private Limited. Bayer Polychem (India) Limited, a Company ) incorporated under the Indian Companies Act, 1956 ) Having its Registered Office at Bayer House, ) Central Avenue, Hiranandani Gardens, Powai, ) Mumbai – 400076 ) ..Applicant /Transferor Company Called Summons for Direction Coram: S.J. Vazifdar J. Dated: 03rd April, 2009 Ms. Renuka Shetty i/b M/s. Chitnis & Co., for Applicant 1 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Chitnis & Co., Advocates for Applicant AND UPON reading the Affidavit dated 07th March, 2009 of Mr. Pradnesh Kamat, Authorised Signatory of the Applicant in support of Summons for Directions, IT IS ORDERED :- 1. That convening and holding the meeting of the Equity shareholders of the Applicant Company for the purpose of considering, and if thought fit, approving with or without modification(s), the Scheme of Arrangement proposed to be made between Bayer Pharmaceuticals Private Limited And Its Members And Bayer Polychem (India) Limited And Its Members for Amalgamation of Bayer Polychem (India) Limited with Bayer Pharmaceuticals Private Limited is dispensed with in view of the consents in writing given by all the Equity shareholders of the Applicant company which are annexed as Exhibits “D-1" to "D-8" to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 18 of the Affidavit in support of Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That 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 proposed to be made between Bayer Pharmaceuticals Private Limited And Its Members And Bayer Polychem (India) Limited And Its Members For Amalgamation Of Bayer Polychem (India) Limited With Bayer Pharmaceuticals Private Limited is dispensed with in view of the consents 2 given by the Unsecured Creditors of the Applicant Company representing 92.86% in number and 99.85% in value which are annexed as Exhibits “E-1” to “E-13” to the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to its remaining Unsecured Creditors from whom consents are remained to be obtained. The said Undertaking is accepted. 4. Certified copy of this Order is expedited. COMPANY JUDGE 3