IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 134 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN The MATTER of Bon Limited AND IN THE MATTER of Scheme of Amalgamation between Bon Limited and Hindustan Unilever Limited. Bon Limited,a company registered ) under the Companies Act, 1956, ) having its Registered Office at ) Haji Bunder, Sewri, ) Mumbai – 400 015 )….. Applicant / Transferor Company CALLED FOR DIRECTIONS CORAM: S.J. Kathawalla J. Dated: 11th February, 2010 2 Ms. Nidhi Sharma i/b Crawford Bayley & Co. for the Petitioner MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Nidhi Sharma i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 4th February,2010 of Mr. Amit Bhasin, Authorised Representative of the Applicant in support of Summons for Directions, IT IS ORDERED :- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation proposed to be made between Bon Limited and Hindustan Unilever Limited is dispensed in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits F- 1 to F-7 to the Affidavit in support of Summons for directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 22 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 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 proposed to be made between Bon Limited and Hindustan Unilever Limited is dispensed in view of the averment made in paragraph 23 of the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue individual notices of the date of hearing of the Petition by R.P.A.D. to all its Unsecured Creditors. The said Undertaking is accepted. 4. That in view of the averments made in paragraph 24 of the Affidavit in support of Summons for directions, the requirement of filing the separate Application and Petition u/s 391 to 394 of the Companies Act,1956 by the Transferee Company is dispensed with. (S.J. KATHAWALLA J.)