IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.21 OF 2009 In the matter of the Companies Act, 1956 (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 WIE Estate Development Limited (‘the Transferor Company’) and UB Engineering Limited (‘the Transferee Company’) and their respective shareholders WIE ESTATE DEVELOPMENT LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Sahyadri Sadan, Tilak Road, Pune - 411 030. ) ) ) ) ) ) ) …Applicant Company Called Summons for Direction Coram: S. J. Vazifdar, J. Date: 9th January, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2nd day of January, 2009 of Mr. G. M. Bapat, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of WIE Estate Development Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between WIE Estate Development Limited and UB Engineering Limited and their respective shareholders is dispensed with in view of the consent’s given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ to ‘J7’ to the Affidavit in respect of Summon for Directions. 2) There are no Secured Creditors of WIE Estate Development Limited, the Applicant Company, as mentioned in paragraph 16 of the affidavit, in support of the Summons for Directions, hence, the 2 question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding the meeting of the Unsecured Creditors of WIE Estate Development Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between WIE Estate Development Limited and UB Engineering Limited and their respective shareholders is dispensed with in view of the averment’s made in paragraph 17 of the affidavit in support of Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition individually by R.P.A.D., to all its Unsecured Creditors and also to publish the same in Sakaal Times, in English and Kesari, in Marathi both circulated in Pune. The undertaking is accepted. 4) Order that the filing of a separate Application and Petition by UB Engineering Limited, the Transferee Company is dispensed with in view of the averment made in paragraphs 18, 19 and 20 of the affidavit in Support of Summons for Directions. Company Judge 3