IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1255 OF 2009 IN THE MATTER OF THE COMPANIES ACT, 1956. A N D IN THE MATTER OF SECTION 391 & 394 OF THE COMPANIES ACT, 1956. A N D IN THE MATTER OF NUTECH EXIM PRIVATE LIMITED. A N D IN THE MATTER OF THE SCHEME OF AMALGAMATION OF NUTECH EXIM PRIVATE LIMITED W I T H HARLALKA INVESTMENTS PRIVATE LIMITED NUTECH EXIM PRIVATE LIMITED ) a company duly Registered under ) the Companies Act, 1956 and having ) its registered office at A/2-341 Shah ) & Nahar Indistrial Estate, S.J.Marg, ) Lower Parel (W), Mumbai – 400 013 ) ...APPLICANT. -2- Called Summons For Direction Coram: DR. D.Y CHANDRACHUD, J Date : 4th DECEMBER, 2009 Mr.Nimish G. Pandya i/b Pandya & Co for Applicant MINUTES OF ORDER Upon the Application of the Applicant Company i.e. NUTECH EXIM PRIVATE LIMITED abovenamed,by a Summons for Direction AND UPON HEARING MR NIMISH G. PANDYA i/b PANDYA & CO , Advocate for the Applicant Company AND UPON READING the affidavit dated 24 th November,2009 of Shri Kamalnayan S. Harlalka, Director of the Applicant Company in support of the Summons For Direction and the Exhibits thereto referred to , IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of the Applicant company i.e. NUTECH EXIM PRIVATE LIMITED is dispensed with in view of the consents in writing given by all the Equity Shareholders, which are annexed as Exhibits “I-1 and I-2” to the affidavit in support of the Summons For Direction, for the purpose of considering if thought fit and approving, with or without modification, the Scheme of Amalgamation of NUTECH EXIM PRIVATE LIMITED (Transferor Company/Applicant Company) WITH HARLALKA INVESTMENTS PRIVATE LIMITED (Transferee Company). 2. There are no Preference shareholders and Secured Creditors in NUTECH EXIM PRIVATE LIMITED, the Applicant Company as mentioned in Paragraph Nos.26 and 27 of the Affidavit in Support of Summons For Direction .Hence the question of convening and holding the meetings of Preference Shareholders and Secured Creditors does not arise . 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant company i.e. NUTECH EXIM PRIVATE LIMITED is dispensed with in view of the consents in writing given by the sole Unsecured Creditor, which is annexed as Exhibit “K” to the affidavit in support of the Summons For Direction, for the purpose of considering if thought fit and approving, with or without modification, the Scheme of Amalgamation of NUTECH EXIM PRIVATE LIMITED (Transferor Company/Applicant Company) WITH HARLALKA INVESTMENTS PRIVATE LIMITED (Transferee Company). 4. That in view of the averments made in paragraph No.24 of the Affidavit In Support of the Summons For Direction , the filing of a separate Application and Petition under section 391 and 394 of the Companies Act, 1956 by the Transferee Company i.e. HARLALKA INVESTMENTS PRIVATE LIMITED is dispensed with . (DR.D.Y.CHANDRACHUD J.)