IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1119 OF 2009 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of BASF India Limited; AND IN THE MATTER of Scheme of Amalgamation of Ciba India Limited, Ciba Research (India) Private Limited and Diamond Dye-Chem Limited with BASF India Limited. BASF India Limited, a Company ) incorporated under the Indian Companies Act, VII of 1913 ) having its Registered Office at 1st Floor, Vibgyor Towers, ) Plot No. C-62, ‘G’ Block, Bandra Kurla Complex ) Mumbai 400 051 ) .. Applicant / Transferee Company Called Summons for Direction Coram: DR. D. Y. CHANDRACHUD J. Dated: 6th November, 2009 Ms. Renuka Shetty i/b M/s. Chitnis & Co., for Applicant 1 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Chitnis & Co., Advocates for Applicant AND UPON reading the Affidavit dated 3rd November, 2009 of Mr. Muthuswamy Ramaswamy Iyer, Company Secretary of the Applicant in support of Summons for Directions, IT IS ORDERED :- 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at Yashwantrao Chavan Pratishthan Auditorium, Y. B. Chavan Centre, General Jagannath Bhosale Marg, Nariman Point, Mumbai 400021 on Wednesday, the 16th December, 2009 at 3.00 p.m., for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Amalgamation of Ciba India Limited, Ciba Research (India) Private Limited and Diamond Dye-Chem Limited with BASF India Limited and their respective Shareholders and Creditors. 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Arrangement, copy of Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by a pre-paid letter posted under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known address. 2 3. That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meeting, indicating the day, the date and the place and time as aforesaid, stating that the copies of the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the registered office of the Applicant Company, be published once each in ‘Free Press Journal’ in English (Mumbai edition) and ‘Maharashtra Times’ in Marathi (Mumbai Edition). Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:- (a) advertise the Notice convening meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the Equity Shareholders as per Form No.36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 3 5. That Mr. Prasad Chandran, Chairman of the Applicant Company, and in his absence, Mr.R.R.Nair, Director of the Applicant Company, and failing him, Mr.R.A.Shah, Director of the Applicant Company, shall be the Chairman of the meeting of the Equity Shareholders to be held on the 16th December, 2009 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting to issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjourned or adjournments thereof or on any other matter including the amendment/s to the Scheme of Arrangement if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of Equity Shareholders shall be 5 (five) Equity Shareholders of the Applicant Company present in person. 8. That the voting by proxy/authorized representative is permitted provided that proxy in the prescribed form/authorisation and duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at 1st Floor, Vibgyor Towers, Plot No. C-62, ‘G’ Block, Bandra Kurla Complex Mumbai 400 051 not 4 later than 48 hours before the said meeting, as required under Rule 70 of the Company Court Rules. 9. That the number of the shares of each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the Register are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting and his decision in that behalf would be final. 10. The Chairman to report the result of the meeting within 30 days from the date of the meeting and the said report shall be verified by his Affidavit. 11. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 44 of the Affidavit in support of Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 12. 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 of Ciba India Limited, Ciba Research (India) Private Limited and Diamond Dye-Chem Limited with BASF India Limited and their respective Shareholders and Creditors is dispensed with in view of the averment made in paragraph 45 of the Affidavit in support of Summons for Directions. The Applicant Company undertakes to issue 5 individual notices of the date of hearing of Petition by R.P.A.D. to all Unsecured Creditors. The said Undertaking is accepted. 13. Certified copy of this Order is expedited. DR. D. Y. CHANDRACHUD J. 6