1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 383 OF 2011 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 Unilever India Exports Limited; AND IN THE MATTER of Scheme of Arrangement between Hindustan Unilever Limited, Unilever India Exports Limited and their respective Shareholders for the transfer of certain assets, liabilities and properties of the FMCG Exports Business Division of Hindustan Unilever Limited to Unilever India Exports Limited. Unilever India Exports Limited, a Company incorporated ) under the Indian Companies Act, VII of 1913 and ) Having its Registered Office at 165-166,Backbay ) Reclamation, Mumbai - 400 020. ) .. Applicant /Transferee Company Called Summons for Direction Coram: S.J. KATHAWALLA, J. Dated: 23rd JUNE, 2011 2 Mr. Fredun De Vitre a/w Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., Advocates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Fredun De Vitre alongwith Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 14th June, 2011 of Mr. Amit Bhasin, Authorised Representative of the Applicant in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED :- 1. That convening and holding a 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 proposed Scheme of Arrangement between Hindustan Unilever Limited, Unilever India Exports Limited and their respective Shareholders for the transfer of certain assets, liabilities and properties of the FMCG Exports Business Division of Hindustan Unilever Limited to Unilever India Exports Limited, is dispensed with, in view of the 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 Direction. 3 2. There are no Secured Creditors of the Applicant Company as stated in paragraph 19 of the Affidavit in support of Summons for direction. Hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement does not arise. 3. That convening and holding a 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 proposed Scheme of Arrangement, is dispensed with in view of the averments made in paragraph 20 of the Affidavit in support of Summons for Direction. 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. (S.J. KATHAWALLA, J. )