1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 605 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Arrangement between PPG India Private Limited, PPG Coatings India Private Limited, AP Coatings Limited, Asian PPG Industries Limited AND Asian Paints PPG Limited. AP Coatings Limited, a company incorporated under the Companies Act, 1956 having its registered office at 6A, Shantinagar, Santacruz (East), Mumbai- 400055, Maharashtra. ) ) ) ) ) …Applicant Company Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 7th October, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 26th September, 2011 of Mr. R J Jeyamurugan, Director of the 2 Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between PPG India Private Limited, the Amalgamating Company 1, PPG Coatings India Private Limited, the Amalgamating Company 2, AP Coatings Limited, the Applicant/ Amalgamating Company 3, Asian PPG Industries Limited, the Amalgamated Company and Asian Paints PPG Limited, the 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 “D-1” to “D-7” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditor of the Applicant Company to consider and approve the proposed Scheme of Arrangement between PPG India Private Limited, the Amalgamating Company 1, PPG Coatings India Private Limited, the Amalgamating Company 2, AP Coatings Limited, the Applicant/ Amalgamating Company 3 Asian PPG Industries Limited, the Amalgamated Company and Asian Paints PPG Limited, the Resulting Company is dispensed with in view of the consent given by the sole Secured Creditor of the Applicant Company, which is annexed as Exhibit “F” to the Affidavit in support of the Summons for Direction. 3 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between PPG India Private Limited, the Amalgamating Company 1, PPG Coatings India Private Limited, the Amalgamating Company 2, AP Coatings Limited, the Applicant/ Amalgamating Company 3, Asian PPG Industries Limited, the Amalgamated Company and Asian Paints PPG Limited, the Resulting Company is dispensed with in view of the averments made in paragraph 34 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to serve individual notice of the hearing of the Petition by Registered Post A. D. to all those Unsecured Creditors having an outstanding balance of Rs 1,50,000/- (Rupees One Lakh Fifty Thousand Only) and above. The Applicant Company also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J.)