IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO 1605 OF 2008 In the matter of Sections 391 to 393 of the Companies Act, 1956 read with Rules 67 to 87 of the Companies (Court) Rules, 1959; AND In the matter of Scheme of Arrangement between Burgmann India Private Limited, Eagle Seals and Systems Exports Limited and Eagle Seals and Systems India Limited and their respective shareholders Eagle Seals and Systems India Limited, a Company } incorporated under the provisions of the Companies Act, 1956} } having its Registered Office at 212/2 Off Soli Poonawalla Road } Hadapasar, Pune 411028 } …… Applicant Company Called Summons for Direction CORAM: A.M KHANWILKAR.J DATE: 5th December 2008 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: (a) That the convening and holding of the meeting of the members holding Equity Shares of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement between Burgmann India Private Limited, Eagle Seals and Systems Exports Limited, the Transferor Companies and Eagle Seals and Systems India Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view of consent given by all Equity Share Shareholders of the Applicant Company, as per their letters of consent annexed as Exhibits L1 to L7 to the affidavit dated this 2nd day of December 2008 of Mr. Ramesh Rao, the Authorized Signatory of the Applicant Company in support of the Summons for Directions. (b) That in view of the above, issue of individual notices to the members and publication of notices convening the meeting in the newspapers and in the Maharashtra Government Gazette, is dispensed with. (c) That the convening and holding of 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 Scheme of Arrangement between Burgmann India Private Limited, Eagle Seals and Systems Exports Limited, the Transferor Companies and Eagle Seals and Systems India Limited, the Applicant/Transferee Company and their respective shareholders is dispensed with in view averments made in paragraph twenty eight of affidavit dated 2nd December 2008 of Mr. Ramesh Rao , the Authorised Signatory of the Applicant Company in support of the Summons for Directions. Applicant Company undertakes to give individual notices to all its Unsecured Creditors of the date of hearing of Petition. The said undertaking is accepted. (d) There are no Secured Creditors in the Applicant Company as mention in paragraph twenty eight of the affidavit dated 2nd day of December 2008 of Mr. Ramesh Rao, the Authorised signatory of the Applicant Company in support of the Summons for Directions. Hence the question of convening and holding meeting of the Secured Creditor does not arise. COMPANY JUDGE IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO 1605 OF 2008 In the matter of Sections 391 to 393 of the Companies Act, 1956 read with Rules 67 to 87 of the Companies (Court) Rules, 1959; AND In the matter of Scheme of Arrangement between Burgmann India Private Limited, Eagle Seals and Systems Exports Limited and Eagle Seals and Systems India Limited and their respective shareholders Eagle Seals and Systems India Limited …………….Applicant Company MINUTES OF ORDER Dated this 5th day of December 2008 Hemant Sethi & Co. Applicant Company Advocate