1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 32 OF 2011 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 Henkel CAC Private Limited (“Transferor Company” or “Applicant Company”) with Henkel Adhesives Technologies India Private Limited (“the Transferee Company”) and their respective shareholders Henkel CAC Private Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at 906, Embassy Center, Nariman Point, Mumbai – 400 021. ) ) ) ) )……….Applicant Company Called Summons for Direction CORAM: S. C. DHARMADHIKARI, J. Date: 14th January, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 7th January, 2011 of Mr. Sundararaman R Iyer, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1. That convening and holding the meeting of the Equity Shareholders of Henkel CAC Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Henkel CAC Private Limited, Applicant/Transferor Company and Henkel Adhesives Technologies India Private Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G1” to “G2” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the Unsecured Creditors of Henkel CAC Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Henkel CAC Private Limited, the Applicant/Transferor Company and Henkel Adhesives Technologies India Private Limited, the Transferee Company and their respective shareholders, is dispensed with in view of averments made in paragraph 17 of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue individual notice of hearing of petition by RPAD to all its Unsecured Creditors and also to publish the notice of hearing of petition in one issue each of a daily newspaper viz „Free Press Journal‟ in English and „Maharashtra Times‟ in the Marathi. The said undertaking is accepted. 3. There are no Secured Creditors in Henkel CAC Private Limited, the Applicant Company, as stated in paragraph 16 of the Affidavit in support of the Summons for Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 4. That the filing of separate Application and Petition of Henkel Adhesives Technologies India Private Limited, the Transferee Company be dispensed with 3 in view of the averment made in paragraphs 18 to 20 of the affidavit in support of the Company Summons for Direction. (S. C. DHARMADHIKARI, J. )