1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMMONS FOR DIRECTION NO 14 OF 2011 In the matter of Sections 391 to 394 read with sections 78 and 100 and other applicable provisions of the Companies Act, 1956; And In the matter of Scheme of Arrangement between Blue Star Electro-Mechanical Limited and its shareholders Blue Star Electro-Mechanical Limited, a Company } incorporated under the provisions of the Companies Act, } 1956 having its registered Office at Kasturi Buildings, } Mohan T Advani Chowk, Jamshedji Tata Road, } Mumbai - 400 020. } …..Applicant Company Called Summons for Direction CORAM: S. C. DHARMADHIKARI, J. Date: 7th JANUARY 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th day of December, 2010 of Mr. Manek Kalyaniwala , Director 2 of the Applicant Company, 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 Blue Star Electro-Mechanical Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Blue Star Electro- Mechanical Limited and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “E1” to “E7” to the Affidavit in support of Company Summons for Direction. 2. That convening and holding the meeting of the Unsecured Creditors of Blue Star Electro-Mechanical Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Blue Star Electro- Mechanical Limited and their respective shareholders, is dispensed with in view of averments made in paragraph twelve of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. 3. There are no Secured Creditors in Blue Star Electro-Mechanical Limited, the Applicant Company, as mentioned in paragraph 13 of the Affidavit in 3 support of the Summons for Direction, hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S.C. DHARMADHIKARI, J)