IN THE HIGH COURT OF JUDICATURE AT MUMBAI ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY APPLICATION NO.1234 OF 2009 In the matter of Companies Act, 1956 And In the matter of Section 100, 391 and 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation of Metro Exporters (India) Pvt. Ltd. with Metro Investments Pvt. Ltd. Metro Exporters (India) Pvt. Ltd. , ) a Company Incorporated ) under the Companies Act, ) 1956 and having its ) Registered office at Queen’s ) Diamond Building Ground Floor, ) Maharshi Karve Road, ) Opera House, Mumbai-400 004. ) … APPLICANT/TRANSFEROR COMPANY 1 Called Summons for Direction Coram : DR. D.Y CHANDRACHUD J Date : 27th November,2009 Mrs. Madhuri V. Gaikwad Advocate for the 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 4th November 2009 of Mr.Jitendra Kankani, the Authorised Signatory 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 Metro Exporters (India) Pvt. Ltd. with Metro Investments 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 Exhibit – ‘E’ to ‘E/16’ to the affidavit in support of Summons for Directions. 2 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 21 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 Metro Exporters (India) Pvt. Ltd. with Metro Investments 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 Exhibit – ‘D’ to the affidavit in support of the Summons for Directions. (DR. D. Y. CHANDRACHUD J.) 3