1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 150 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 HRI Cosmetics (India) Private Limited; AND In the matter of Scheme of Amalgamation of Hygienic Research Institute Private Limited with HRI Cosmetics (India) Private Limited HRI Cosmetics (India) ) Private Limited Incorporated and ) registered under the Companies Act, ) 1956, having its registered office at ) B/406, Crystal Plaza, New Link Road, ) Andheri (West), Mumbai-400 053 ) ...Applicant Company Called Summons for Direction Coram: S.C. Dharmadhikari J Date : 25th February, 2011 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocates for Applicant. 2 MINUTES OF ORDER Upon the Application of the Applicant above named by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocates for Applicant, AND upon reading the Affidavit dated 12th January, 2011 of Mr. Manish Chhabra, Director of the Applicant Company in support of the 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, the proposed Scheme of Amalgamation of Hygienic Research Institute Private Limited with HRI Cosmetics (India) Private Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits J-1 to J-7 to the Affidavit in Support of Summons for Direction. 2. That 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, the proposed Scheme of Amalgamation of Hygienic Research Institute Private Limited with HRI Cosmetics (India) Private Limited is dispensed with in view of the Consent given by one out of two Secured Creditors of the Applicant Company which is annexed as Exhibit L to the Affidavit in Support of Summons for Direction. The Applicant undertakes to obtain the consent of its remaining Secured Creditor 3 and to annex the same to the Company Scheme Petition or to give individual Notice of hearing of Petition by R.P.A.D. to the said Secured Creditor. The said undertaking is accepted. 3. 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, the proposed Scheme of Amalgamation of Hygienic Research Institute Private Limited with HRI Cosmetics (India) Private Limited, is dispensed with in view of the Consents given by 121 out of 178 of the Unsecured Creditors of the Applicant Company which are annexed as Exhibits N to N – 120 to the Affidavit in Support of Summons for Direction. The Applicant undertakes to obtain the consents of its remaining Unsecured Creditors and to annex the same to the Company Scheme Petition or to give individual Notice of hearing of Petition by R.P.A.D. to those Unsecured Creditors whose consent are not obtained. The said undertaking is accepted. (S. C. Dharmadhikari J.)