IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1581 OF 2008. In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement between LANXESS Purification Private Limited (Transferor Company) and LANXESS India Private Limited (Transferee Company or Applicant Company) and their respective shareholders and creditors LANXESS India Private Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at Kolshet Road,Thane – 400 607, Maharashtra, India ) ) ) ) ) ) ) ….Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar J Date: 28 th November, 2008 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st November, 2008 of Mr. Venkatesh Sankaran, the Director 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 LANXESS India Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation and Arrangement between LANXESS Purification Private Limited and LANXESS India Private Limited and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits G-1 to G-3 to the affidavit in support of Summons for Directions. 2 That convening and holding the meeting of the 4.5% Non cumulative Non convertible Redeemable Preference Shareholder of LANXESS India Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation and Arrangement 2 between LANXESS Purification Private Limited and LANXESS India Private Limited and their respective shareholders and creditors is dispensed with in view of the consent given by the Sole Preference Shareholder of the Applicant Company, which are annexed as Exhibit G-4 to the affidavit in support of Summons for Directions. 3 There are no Secured Creditors of the Applicant Company as mentioned in paragraph 20 of the Affidavit in support of Summons for Directions. Hence the question of convening and holding the meetings of Secured Creditors of the Applicant Company does not arise. 4 That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation and Arrangement between LANXESS Purification Private Limited and LANXESS India Private Limited and their respective shareholders and creditors is dispensed with in view of the averment made in paragraph 21 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition to all its Unsecured Creditors by R.P.A.D. and also to publish the same in two 3 local news papers viz. Free Press Journal, in English and Maharashtra Times in Marathi, both having circulation in Mumbai. The said undertaking is accepted. COMPANY JUDGE 4 5