IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.688 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 Amalgamation of Godrej Household Products Limited (“the Transferor Company” or “GHPL” or “Applicant Company”) with Godrej Consumer Products Limited (“the Transferee Company” or “GCPL”) and their respective shareholders GODREJ HOUSEHOLD PRODUCTS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Pirojshanagar, Eastern Express Highway, Vikhroli (East), Mumbai, Maharashtra 400079. ) ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 22nd October, 2010 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 M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 15th October, 2010 of Mr. R. Shivshankar, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Godrej Household Products Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Godrej Household Products Limited, the Applicant / Transferor Company with Godrej Consumer Products Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company which are annexed as ‘Exhibits J1 to J7’ to the affidavit in support of the Summons for Direction. 2 2. That there are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider, if thought fit, to approve, with or without modification, Scheme of Amalgamation between Godrej Household Products Limited, the Applicant Company with Godrej Consumer Products Limited, the Transferee Company and their respective shareholders is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. upon all its Unsecured Creditors having an outstanding balance of more than Rs. 5,00,000/-. 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 undertaking is accepted. 3 4. That the filing of a separate Company Summons for Direction, Company Scheme Petition and a separate process in relation to the said Scheme by Godrej Consumer Products Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 18 to 20 of the Affidavit in Support of Summons for Direction. (S. J. Kathawalla, J.) 4