1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.382 OF 2011 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of Hindustan Unilever Limited; AND IN THE MATTER of Scheme of Arrangement between Hindustan Unilever Limited, Unilever India Exports Limited and their respective Shareholders for the transfer of certain assets, liabilities and properties of the FMCG Exports Business Division of Hindustan Unilever Limited to Unilever India Exports Limited. Hindustan Unilever Limited, a ) Company incorporated under the and ) Indian Companies Act, VII of 1913 ] Having its Registered Office at ) 165-166, Backbay Reclamation, ] Mumbai - 400 020. ) .. Applicant /Transferor Company Called Summons for Direction Coram: S. J. KATHAWALLA, J. Dated: 23rd JUNE, 2011 Mr.Fredun De Vitre a/w Ms. Renuka Shetty i/b M/s. Crawford Bayley & Co., Advocates for Applicant 2 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Fredun De Vitre alongwith Ms. Renuka Shetty i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 14th June, 2011 of Mr. Amit Bhasin, Authorised Representative of the Applicant in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED :- 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at Birla Matoshree, 19 Marine Lines. Mumbai 400020 on Thursday, the 28th day of July, 2011 at 2.00 p.m., for the purpose of considering, and if thought fit, approving, with or without modification(s) the proposed Scheme of Arrangement between Hindustan Unilever Limited, Unilever India Exports Limited and their respective Shareholders for the transfer of certain assets, liabilities and properties of the FMCG Exports Business Division of Hindustan Unilever Limited to Unilever India Exports Limited. 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, 3 1956 and the prescribed form of Proxy shall be sent by a pre- paid courier, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known address. 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 Arrangement, 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 two newspapers, viz.., ‘Free Press Journal’ in English language (Mumbai Edition) and ‘Maharashtra Times’ in Marathi language (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); 4 (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. 5. That Mr. Harish Manwani, and in his absence, Mr. Nitin Paranjape, and in his absence, Mr. Sridhar Ramamurthy, shall be the Chairman of the meeting of the Equity Shareholders to be held on the 28th July, 2011 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. 5 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 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 165-166, Backbay Reclamation, Bombay - 400 020, not later than 48 hours before the said meeting, as required under Rule 70 of the Companies (Court) Rules, 1959. 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. 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. 6 11. There are no Secured Creditors of the Applicant Company as stated in paragraph 19 of the Affidavit in support of Summons for direction. Hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement 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 proposed Scheme of Arrangement is dispensed with in view of the averments made in paragraph 20 and 21 of the Affidavit in support of Summons for Direction. The Applicant Company undertakes to issue individual notices of the date of hearing of Petition by R.P.A.D. to its Unsecured Creditors of the value of more than Rs.1,00,000. The said Undertaking is accepted. (S. J. KATHAWALLA, J.)