IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1649 OF 2008 In the matter of The Companies Act, 1956 ("the Act"); AND In the matter of Sections 391 to 394 the Act; AND In the matter of Warden Synplast Private Limited. AND In the matter of Scheme of Arrangement between Warden Synplast Private Limited and The United Provinces Sugar Company Limited. Warden Synplast Private Limited, ) a Company incorporated under ) the Companies Act, 1956 and) having its Registered Office at 4,) Garden Apartments, Worli ) Seaface, North Mumbai 400 030 ) ... Applicant Called Summons for Directions CORAM : A. M. Khanwilkar, J Dated : 12 th December, 2008 Mr. Cyrus Ardeshir i/b Desai Desai Carrimjee & Mulla, Advocates for the Applicant. 1 MINUTES OF THE ORDER Upon the Application of the above named Applicant Company by a Summons for Directions dated 14 November, 2008 and upon hearing Mr. Cyrus Ardeshir, Advocate and upon reading the Affidavit of Mr. Arvind Kumar Kanoria dated 14 November, 2008 IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed for the purpose of approving the Scheme of Amalgamation proposed to be made between Warden Synplast Private Limited, the Applicant / Transferor Company and The United Provinces Sugar Company Limited, the Transferee Company is dispensed with in view of the consents in writing given by, all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “I-1 to I-5” to the Affidavit in support of Summons for Directions. 2. There are no secured creditors of the Applicant Company, as mentioned in paragraph 24 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of secured creditors does not arise. 2 3. That in view of the averments made and undertaking given by the Applicant in paragraphs 24 of the Affidavit in support of the Summons for Directions, the convening and holding the meeting of the unsecured Creditors of the Applicant for the purpose of considering and if thought fit for approving the Scheme of Amalgamation proposed to be made between Warden Synplast Private Limited, and The United Provinces Sugar Company Limited is dispensed with. The Applicant undertakes to issue individual notice of hearing of petition for sanctioning the Scheme of Arrangement by R.P.A.D. to all its unsecured Creditors. The undertaking is accepted. 4. Certified copy of this order is expedited. COMPANY JUDGE 3