1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.282 OF 2011 In the matter of the Companies Act, 1956; AND In the matter of Sections 391 and 394 of the Companies Act, 1956; AND In the matter of Jyoti Wire India Limited; AND In the matter of Scheme of Arrangement between – Bharat Insulation Company (India) Limited AND Jyoti Wire India Limited Bharat Insulation Company (India) Limited ) A Company registered under the Companies ) Act, 1956 having its Registered Office at B-32, Wagle Industrial Estate road No-18, Thane - 400604 Maharashtra ) ) ) …Applicant Called Summons for Direction Coram: S. J. Vazifdar, J Date : 6th May, 2011 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocates for Applicant. MINUTES OF ORDER Upon the Application of the Applicant above named by a Summons for Direction AND upon hearing Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocates for Applicant, AND upon reading the Affidavit dated 8th February, 2011 of Mr. Vinod D. Mehta, Director of the Applicant Company and further Affidavit dated 20th April, 2011 of Mr. Dhiren D. Mehta in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: - 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if 2 thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Bharat Insulation Company (India) Limited, the Transferor Company and Jyoti Wire India Limited, the Resulting Company and their respective members and creditors, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits D-1 to D-10 to the Affidavit in Support of Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Bharat Insulation Company (India) Limited, the Transferor Company and Jyoti Wire India Limited, the Resulting Company and their respective members and creditors, is dispensed with in view of the consents given by three out of four Secured Creditors of the Applicant Company which are annexed as Exhibits F-1 and F-2 to the Affidavit in Support of Summons for Direction. The Applicant undertakes to obtain the consent of its remaining Secured Creditor before the filing of Petition or to give individual notice of hearing of the Petition by R.P.A.D. to the said Secured Creditor. The undertaking is accepted. 3. That convening and holding 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 proposed Scheme of Arrangement between Bharat Insulation Company (India) Limited, the Transferor Company and Jyoti Wire India Limited, the Resulting Company and their respective members and creditors, is dispensed with in view of the consents given by 33 out of 262 Unsecured Creditors of the Applicant Company which are annexed as Exhibits H-1 to H-33 to the Affidavit in Support of Summons for Direction and in view of the averments made in paragraph 5 of the further Affidavit in support of the Summons for Direction. The Applicant undertakes to obtain the consents of its remaining Unsecured Creditors and to annex the same to the Company Scheme 3 Petition or to give individual Notice of hearing of Petition by R.P.A.D. to the Unsecured Creditors whose consents are not obtained. The said undertaking is accepted. (S. J. Vazifdar, J.)