1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.444 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: Syngenta Seeds India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Royal Insurance Building, 14, J. Tata Road, Churchgate, Mumbai- 400 020; AND In the matter of: The Scheme of Amalgamation of Syngenta Seeds India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Royal Insurance Building, 14, J. Tata Road, Churchgate, Mumbai - 400020 (“Applicant Company” or “Transferor Company”) and Syngenta Biosciences Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Royal Insurance 2 Building, 14, J. Tata Road, Churchgate, Mumbai - 400 020 (“Transferee Company”) Syngenta Seeds India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Royal Insurance Building, 14, J. Tata Road, Churchgate, Mumbai- 400 020. ) ) ) ) …….. Applicant Company CALLED SUMMONS FOR DIRECTIONS Coram:- S.C. Dharmadhikari, J. Dated:- 23rd April, 2009 Sanjay Jain with Nandish Vyas i/b AZB & Partners for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. Sanjay Jain instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 13th day of April, 2009 of Mr. A. Hariharan, the Authorised Signatory of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED: 3 1. That convening and holding the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Syngenta Seeds India Private Limited, the Applicant Company and Syngenta Biosciences Private Limited, the Transferee Company, is dispensed in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits B1 and B2 to the Affidavit in Support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph no. 24 of the Affidavit in Support of the Summons for Direction. Hence the question of convening and holding meeting of Secured Creditors does not arise. 3. There are no Unsecured Creditors of the Applicant Company as mentioned in paragraph no. 25 of the Affidavit in Support of the Summons for Direction. Hence the question of convening and holding meeting of Unsecured Creditors does not arise. 4. Certified copy expedited. Company Judge