IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1153 OF 2009 In the matter of: Sections 391 to 394 the Companies Act, 1956; AND In the matter of: The Scheme of Amalgamation of Polyinks Limited and Henkel CAC Private Limited and their respective shareholders and creditors; Henkel CAC Private Limited, a company ) incorporated under the provisions of the ) Companies Act, 1956 and having its ) Registered Office at # 906, 9th Floor, ) Embassy Centre, Nariman Point, Mumbai, ) Maharashtra – 400 021 ) ….. Applicant Called Summons for Direction CORAM: Dr. D.Y. Chandrachud J. DATE: 13th November 2009 Ms. Saeeda Bandukwala, Counsel i/by J. Sagar Associates, Advocates for the Applicant. MINUTES OF THE ORDER Upon the application of the abovementioned Company by Summons for Direction and UPON HEARING Ms. Saeeda Bandukwala, Counsel 1 instructed by J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit dated 4th November 2009 of Mr. Anil Krishna, Director of the Applicant Company in support of the Summons for Directions and the Exhibits therein referred to IT IS ORDERED: 1. That the requirement of convening and holding the meeting of the Equity shareholders of the Applicant abovenamed, for the purpose of considering and, if through fit, approving, with or without modification, the Scheme of Amalgamation of Polyinks Limited, the Transferor Company and Henkel CAC Private Limited, the Transferee Company, the Applicant abovenamed, is hereby dispensed with, in view of the letters of consent received from all the Equity Shareholders of the Applicant which are annexed as Exhibits J-1 and J-2 to the Affidavit in support of the Summons for Directions. 2. That in view of the letter of consent received from the only unsecured lender of the Applicant which is annexed as Exhibit K to the Affidavit in support of the Summons for Directions and in view of the averments made and the undertaking given in paragraph 26 2 of the Affidavit in support of the Summons for Directions, the meeting of the Unsecured Creditors of the Applicant to seek their approval to the Scheme of Amalgamation is hereby dispensed with. The Applicant undertakes to give individual notice of hearing of the Petition for sanction of the Scheme of Amalgamation to all its unsecured creditors by R.P.A.D. (other than the said un-secured lender whose consent has been received). The undertaking is accepted. 3. There are no secured creditors of the Applicant, as mentioned in paragraph 25 of the Affidavit-in-support of Summons for Direction. Hence, the question of convening and holding the meeting of secured creditors does not arise. (Dr. D. Y. Chandrachud, J.) 3