1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 655 OF 2010 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of BASF Construction Chemicals (India) Private Limited; AND IN THE MATTER of Scheme of Amalgamation of BASF Coatings (India) Private Limited, BASF Construction Chemicals (India) Private Limited and BASF Polyurethanes India Limited with BASF India Limited. BASF Construction Chemicals (India) Private Limited, a Company ) incorporated under the Indian Companies Act, 1956 ) having its Registered Office at C-68, MIDC, Thane Belapur Road, ) Turbe, Navi Mumbai, Thane-400613,Maharshtra, India. ) .. Applicant /Transferor Company No.2 2 Called Summons for Direction Coram: S. J. KATHAWALLA, J. Dated: 01st October, 2010 Ms. Renuka Shetty i/b M/s. Chitnis & Co., Advocates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/b M/s Chitnis & Co., Advocates for Applicant AND UPON reading the Affidavit dated 24th September, 2010 of Mr. Manohar Kamath, Authorized Signatory of the Applicant 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), Scheme of Amalgamation of BASF Coatings (India) Private Limited, BASF Construction Chemicals (India) 3 Private Limited and BASF Polyurethanes India Limited with BASF India Limited is dispensed with in view of the consents given by both the Equity shareholders of the Applicant company which is annexed as Exhibit “A-1” and “A-2 to the Affidavit in support of Summons for Direction. 2. That there are no Secured Creditors as stated in paragraph 43 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding of the meeting of the Secured Creditors of the Applicant Company does not arise. 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(s), the Scheme of Amalgamation of BASF Coatings (India) Private Limited, BASF Construction Chemicals (India) Private Limited and BASF Polyurethanes India Limited with BASF India Limited is dispensed with in view of the averment made in paragraph 44 of the Affidavit in support of Summons for Direction. The Applicant Company undertakes to issue individual notices of the date of hearing of 4 Petition by R.P.A.D. to all its Unsecured Creditors. The said Undertaking is accepted. (S. J. KATHAWALLA, J.)