IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 506 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of Welspun Infratech Limited; And In the matter of Scheme of Amalgamation of Welspun Infra Developers Private Limited with Welspun Infratech Limited. Welspun Infratech Limited, a company incorporated under the Companies Act, 1956 having its registered office at “B” Wing, 9th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013 ) ) ) ) ) …Applicant Called Summons for Direction Coram: S.C.Dharmadhikari, J. Date: 20th August, 2011 2 Mr. Nikhil Sakhardande with Mr. Tapan Deshpande, Counsels i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for Applicant. MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by Summons for Direction and upon hearing Mr. Nikhil Sakhardande, Counsel instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company AND UPON READING the Affidavit dated 27th July, 2011 of Mr. Devendra Krishna Patil, the Authorized Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED THAT: (1) That convening and holding the meeting of the Equity Shareholders of the Applicant Company to seek their approval to the proposed Scheme of Amalgamation of Welspun Infra Developers Private Limited with Welspun Infratech Limited, is dispensed with, in view of the letters of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “H-1” to “H-7” to the Affidavit in support of the Company Summons for Direction. (2) That convening and holding the meeting of the Unsecured Creditors of the Applicant Company to seek their approval to the proposed Scheme of Amalgamation of Welspun Infra Developers Private Limited with Welspun Infratech Limited, is dispensed with, in view of the averments made in paragraph 16 of the affidavit in support inter alia submitting letter of consents of three out the four Unsecured Creditors of the Applicant Company, which are annexed as “K-1” to “K-3” to the Affidavit in support of the 3 Company Summons for Direction. The Applicant Company has undertaken to give notice of hearing of the Petition to the fourth Unsecured Creditors of the Applicant Company. The undertaking is accepted. (3) There are no Secured Creditors of the Applicant Company as stated in paragraph 15 of the Affidavit in support of the Company Summons Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (S. C. Dharmadhikari, J.)