IN THE HIGH COURT OF JUDICATURE AT MUMBAI ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.190 OF 2009 In the matter of Companies Act, 1956 And In the matter of Section 391, 394 and 100 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Aptek Computers Pvt. Ltd., Aptek Electronics Pvt. Ltd. and M.J.Holdings & Leasing Ltd., with M.J. Exports Pvt. Ltd., Aptek Electronics Pvt. Ltd., ) a Company Incorporated ) under the Companies Act, ) 1956 and having its ) Registered office at 119, ) Jolly Makers Chambers No.2, ) 11 th floor, Nariman Point, ) Mumbai- 400021 ) … APPLICANT/TRANSFEROR COMPANY Called Summons for Direction Coram : S J Vazifdar J Date: 13th February, 2009 Mrs. Madhuri V. Gaikwad for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mrs. Madhuri V. Gaikwad, Advocate for the Applicant Company, AND UPON HEARING the Affidavit dated 26th December 2008 of Mr.Ashok Kotian, the Chief Accountant of Applicant Company, in support of Summons for Directions, 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 approving with or without modification, the Scheme of Amalgamation between the Aptek Computers Pvt. Ltd., Aptek Electronics Pvt. Ltd. and M.J.Holdings & Leasing Ltd., with M.J. Exports Pvt. Ltd., and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Ex- D to D/3 to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 4 of the Additional Affidavit in support of Summons for Direction. Hence the question of convening and holding the meetings of Secured Creditors of the Applicant Company 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 approving with or without modification, , the Scheme of Amalgamation between the Applicant Company, Aptek Computers Pvt. Ltd. M.J.Holdings & Leasing Ltd., with M.J. Exports Pvt. Ltd., and their respective Shareholders and Creditors is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company which is annexed as Ex- C to the affidavit in support of the Summons for Directions. COMPANY JUDGE