IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 487 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Dipareena Electricals Private Limited And In the matter of the Scheme of Arrangement of Dipareena Electricals Private Limited With Legrand (India) Private Limited Dipareena Electricals Private Limited ] a company incorporated under the ] Companies Act, 1956, having its ] registered office at 61/62, ] Kalpataru Square, 6th Floor, ] Off. Andheri Kurla Road, ] Andheri (East), Mumbai – 400 059 ] Applicant Called summon for directions Coram: S. J. KATHAWALLA, J. Date : 5th August, 2011 Mr. Sumit Raghani instructed by M/s. PDS & Associates, Advocates for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr. Sumit Raghani i/b M/s. PDS & Associates, Advocates for Applicant AND UPON READING the Affidavit dated 24th June, 2011 of Mr. Manohar Shetty, Authorized signatory of the Applicant Company in support Summons for Direction and the Exhibits therein referred to, IT IS ORDERED THAT: (1) convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and approving, with or without modifications, the proposed Scheme of Amalgamation of Dipareena Electricals Private Limited with Legrand (India) Private Limited is dispensed with in view of the consents given by one out of two Equity Shareholders of the Applicant Company, which is annexed as EXHIBIT “K” to the Affidavit in support of Company Summons for Directions and in view of the undertaking given by the Applicant Company in paragraph 21 of the said Affidavit to give an individual notice of date of hearing of Petition by Registered Air Mail to the Nominee Shareholder who has not given its consent to the Scheme of Amalgamation. The undertaking is accepted. (2) there are no Secured Creditors of the Applicant Company, as stated in paragraph 22 of the Affidavit in support of this Company Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. (3) convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and approving, with or without modifications, the proposed Scheme of Amalgamation of Dipareena Electricals Private Limited with Legrand (India) Private Limited is dispensed with in view of the consents given by 113 out of 119 Unsecured Creditors of the Applicant Company, which are annexed as EXHIBITS “ M-1 ” to “M-113 ” to the Affidavit in support of Company Summons for Directions and in view of undertaking given by the Applicant Company in paragraph 23 of the said Affidavit to give individual notices of date of final hearing of the Petition by R. P. A. D. to those Unsecured Creditors who have not given their consents to the Scheme. The undertaking is accepted. (4) filing of Company Summons for Directions and Company Scheme Petition by Legrand (India) Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraph 31 of the Affidavit in support of this Company Summons or Directions. (S. J. KATHAWALLA, J)