1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 515 OF 2011. In the matter of the Companies Act 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 JOTUN POWDER COATINGS INDIA PRIVATE LIMITED WITH JOTUN INDIA PRIVATE LIMITED JOTUN POWDER COATINGS INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 502, 5th floor, Boston House, Suren Road, Behind Cinemax Theatre, Andheri (East), Mumbai 400 093. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 26th August, 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 above named 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 7th May, 2011 of Mr. Ramdas Kerkar, Authorised Signatory and further affidavit dated 11th August, 2011 of Mr. Nilesh Nagwekar, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 2 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of JOTUN POWDER COATINGS INDIA PRIVATE LIMITED, the Applicant / Transferor Company with JOTUN INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “C-1” and “C- 2” to the affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 15 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of JOTUN POWDER COATINGS INDIA PRIVATE LIMITED, the Applicant / Transferor Company with JOTUN INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the averments made in paragraph 4 of the further Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and 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)