IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1580 OF 2008. In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement between LANXESS Purification Private Limited (Transferor Company or Applicant Company) and LANXESS India Private Limited (Transferee Company) and their respective Shareholders and Creditors LANXESS Purification Private Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at Kolshet Road, Thane – 400 607, Maharashtra, India ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar J Date: 28 th November, 2008 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st November, 2008 of Mr. Venkatesh Sankaran, the Director 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, the Scheme of Amalgamation and Arrangement between LANXESS Purification Private Limited, the Applicant Company and LANXESS India Private Limited, the Transferee Company 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 C-1 to C-3 to the affidavit in support of Summons for Direction. 2) There are no Secured Creditors of the Applicant Company as mentioned in paragraph 19 of the Affidavit in support of Summons for Direction. Hence the question of convening and holding the meetings of Secured Creditors of the Applicant Company does not arise. 2 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, the Scheme of Amalgamation and Arrangement between LANXESS Purification Private Limited, the Applicant Company and LANXESS India Private Limited, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consent given by the Sole Unsecured Creditor of the Applicant Company which is annexed as Exhibit D to the affidavit in support of Summons for Direction. COMPANY JUDGE 3 4