IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.331 OF 2009 In the matter of Section 391 & 394 of the Companies act, 1956 ; And In the matter of Scheme of Arrangement between Electronica Machine Tools Limited (Demerged Company) and Electronica Tough Carb Limited (1st Resultant Company) and Electronica Plastic Machines Limited (2nd Resultant Company) and Electronica CNC Machining Technologies Limited (3rd Resultant Company) and their respective members Electronica Plastic Machines Limited, a Company incorporated } Under the provisions of Companies Act, 1956 having its } Registered office at Gat No. 399, Hissa No. 1 & 2, Bhare, } Taluka Mulshi, Dist. Pune 412 111. } ….Applicant Company Called Summons for Direction CORAM: S. J. VAZIFDAR. J DATE: 20th March, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING the Affidavit dated March 12, 2009 of Mr. K. D. Kulkarni, Authorized Signatory of the Applicant Company in support of Summons for Directions, IT IS ORDERED: 1. The convening and holding the meeting of the Equity Shareholders of Electronica Plastic Machines Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed matter of Scheme of Arrangement between Electronica Machine Tools Limited (Demerged Company) and Electronica Tough Carb Limited (1st Resultant Company) and Electronica Plastic Machines Limited, (2nd Resultant Company) and Electronica CNC Machining Technologies Limited, (3rd Resultant Company) and their respective members, (“Scheme”) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C10 to the affidavit in support of the Summons for Directions. 2. There are no Secured & Unsecured Creditors in the Applicant Company as mentioned in paragraph thirty eight of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured & Unsecured Creditors does not arise. Sd/- (S. J. VAZIFDAR J)