1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.85 OF 2010 In the matter of Companies Act I of 1956; And In the matter of Section 391 & 394 of the Companies Act I of 1956; And In the matter of Scheme of Amalgamation of Aptech Software Limited with Aptech Limited. Aptech Software Limited ) An existing Company incorporated ) And registered under the Companies ) Act I of 1956 and having its ) Registered office at A-65, MIDC, Marol, ) Andheri (East), Mumbai 400093 ) Applicant CORAM : S.J. KATHAWALLA J. DATE : 4th FEBRUARY, 2010 Mr. Naushad Engineer i/b RMG Law Associates, Advocates for the Applicant Company. 2 MINUTES OF ORDER UPON the application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING MR. Sunil Gangan i/b RMG Law Associates, Advocates for the Applicant Company AND UPON reading the Affidavit dated 15th September 2009 and further Affidavit dated 14th December 2009 of Mr. Ketan H. Shah, Group Company Secretary and Authorized Representative of the Applicant Company and 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 thought fit, to approve, the proposed Scheme of Amalgamation of Aptech Software Pvt. Ltd., with Aptech Limited, is dispensed with, in view of the consent given by the sole (ONE) Equity Shareholder, which is annexed as Exhibit “F” to the Affidavit in Support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 11 of the Affidavit in support of Summons for Direction. Hence, the 3 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 the Applicant Company, for the purpose of considering, and if thought fit, to approve the proposed Scheme of Amalgamation of Aptech Software Pvt. Ltd., with Aptech Limited, is dispensed with as there are no Secured Creditors in view of the averments made in paragraph 11 of the Affidavit dated 15th September 2009 and further Affidavit dated 14th December 2009 in Support of Summons for Directions. The Applicant company undertakes to issue individual notice of date of hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal in English and Maharashtra Times in Marathi. The undertaking is accepted. 4. Issuance of certified copies is expedited. (S.J. Kathawalla, J.)