1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.679 OF 2009 In the matter of the Companies Act, 1956 (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 Godrej ConsumerBiz Limited (“the First Transferor Company”) and Godrej Hygiene Care Limited (“the Second Transferor Company”) with Godrej Consumer Products Limited (“the Transferee Company”) and Their Respective Shareholders Godrej Hygiene Care Limited, a company incorporated under the Companies Act, 1956 having its registered office at Pirojshanagar, Vikhroli, Mumbai, 400 079 ) ) ) ) ) ) ) …. Applicant Company 2 Called Summons for Direction Coram: A. M. Khanwilkar J. Date: 19th day of June, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12th day of June, 2009 of Mr. Kiran Rajput, the Authorized Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Godrej Hygiene Care Limited (“the Applicant Company”), for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in the Scheme of Amalgamation of Godrej ConsumerBiz Limited and Godrej Hygiene Care Limited with Godrej Consumer Products limited and their 3 Respective Shareholders is dispensed with in view of the consent given by all Equity Shareholders of the Applicant Company, which is annexed as Exhibit ‘C1’ to ‘C7’ to the affidavit dated 12th day June, 2009 of Mr. Kiran Rajput, the Authorized Signatory of the Applicant Company, in support of the Summons for Directions. 2. There are no Secured Creditors of Godrej Hygiene Care Limited, (“the Applicant Company”), as mentioned in paragraph 21 of the affidavit, dated 12th day of June, 2009 of Mr. Kiran Rajput, the Authorized Signatory of the Applicant Company in support of the Summons for Directions. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Godrej Hygiene Care Limited (“the Applicant Company”), for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in the Scheme of Amalgamation of Godrej ConsumerBiz Limited and Godrej Hygiene Care Limited with 4 Godrej Consumer Products limited and their Respective Shareholders is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit ‘D1’ to the affidavit dated 12th day June, 2009 of Mr. Kiran Rajput, the Authorized Signatory of the Applicant Company, in support of the Summons for Directions. Company Judge