1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 75 OF 2011 Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 4th February, 2011 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. 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 Essence Consumer-Care Products Private Limited (“Applicant/First Transferor Company”) and Naturesse Consumer-Care Products Private Limited (“Second Transferor Company”) with Godrej Consumer Products Limited (“Transferee Company”) and their respective shareholders Essence Consumer-Care Products Private Limited, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at Pirojshanagar, Eastern Express Highway, Vikhroli (E), Mumbai - 400 079. ) ) ) ) ) ) ) ) ) ……..Applicant Company 2 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 28th January, 2011 of Mr. R. Shivshankar, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the 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 Amalgamation of Essence Consumer-Care Products Private Limited, the Applicant /First Transferor Company and Naturesse Consumer- Care Products Private Limited, the Second Transferor Company with Godrej Consumer Products Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G1” to “G7” to the affidavit in support of the Summons for Direction. 3 2. That there are no Secured and Unsecured Creditors in the Applicant Company as stated in paragraph 21 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors and Unsecured Creditors does not arise. 3. That the filing of separate Summons for Direction, Company Scheme Petition in relation to the said scheme by Godrej Consumer Products Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 22 to 25 of the affidavit in support of the Company Summons for Direction. (S. C. Dharmadhikari, J.)