1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.953 OF 2009 In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between WMI Cranes Limited (the Demerged Company) and WMI Power Private Limited (Resulting Company) and their respective shareholders and creditors. WMI POWER PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 3rd Floor, Industry Manor, Appasaheb Marathe Marg, Near Century Bazaar, Prabhadevi, Mumbai - 400 025. ) ) ) ) ) ) …Applicant Company. 2 Called for Summons for Direction Coram: S. J. Kathawalla, J Date:18th September, 2009 Mr. Rajesh Shah i/b Trilegal, advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah i/b Trilegal, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 5th day of September, 2009 of Mr. N. L. Narasimhan, authorised signatory of the Applicant Company, in support of the Summons for Directions IT IS ORDERED :- 1. That the convening and holding the meeting of the equity shareholders of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between WMI CRANES LIMITED, the Demerged Company and WMI POWER PRIVATE LIMITED, the Applicant / Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” to “G- 8” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant 3 Company as mentioned in paragraph 14 of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between WMI CRANES LIMITED, the Demerged Company and WMI POWER PRIVATE LIMITED, the Applicant / Resulting Company is dispensed with in view of the averment made in paragraph 15 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. COMPANY JUDGE