1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1122 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 Diamond Dye- Chem Limited; AND IN THE MATTER of Scheme of Amalgamation of Ciba India Limited, Diamond Dye-Chem Limited and Ciba Research (India) Private Limited with BASF India Limited and their respective shareholders and creditors. Diamond Dye-Chem Limited ) A Company Incorporated under ) the provisions of the Companies Act 1956 ) and having its registered office at Plot 37, ) Chandivali Farm Road, ) Chandivali, Andheri (East), ) Mumbai 400 072 ) … Applicant / Transferor Company No.3 2 Called Summons for Direction Coram: DR. D.Y. CHANDRACHUD J. Dated: 6th November, 2009 Ms. Renuka Shetty i/b M/s. Chitnis & Co., for Applicant 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 3rd November, 2009 of Mr. Makarand Dinkar Dewal, Authorised person of the Applicant Company 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 Amalgamation of Ciba India Limited, Diamond Dye-Chem Limited and Ciba Research (India) Private Limited with BASF India Limited and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity shareholders of the Applicant company which are annexed as Exhibits “J-1” to “J-7” to the Affidavit in support of Summons for Directions. 3 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 43 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 Amalgamation of Ciba India Limited, Ciba Research (India) Private Limited and Diamond Dye-Chem Limited with BASF India Limited and their respective Shareholders and Creditors is dispensed with in view of the averment made in paragraph 44 of 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 all its Unsecured Creditors. The said Undertaking is accepted. 4. Certified copy of this Order is expedited. DR. D. Y. CHANDRACHUD J.