IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.582 OF 2009 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of MECS Enterprises Private Limited AND IN THE MATTER of the Scheme of Amalgamation of MECS Enterprises Private Limited with MECS India Private Limited. MECS Enterprises Private Limited, a ] company incorporated under the Companies ] Act, 1956 having its registered office at 110, ] L.B.S. Road, Vikhroli (West), Mumbai 400 098 ]… Applicant Called Summons for Directions Coram : A. M. Khanwilkar, J Date: 8th May 2009 Mr. Yogesh Adhia for Applicant MINUTES OF THE ORDER 1 UPON the Application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Yogesh Adhia, Advocate for Applicant Company, AND UPON READING the Affidavit dated 29th April 2009 of Mr. Amit Joshi, Authorized Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: - 1. That the convening and holding of the meeting of the Equity Shares holders of the Applicant Company, for the purpose of considering and, if thought fit approving, the Scheme of Amalgamation of, the Transferor Company namely, MECS Enterprises Private Limited with the Transferee Company, namely, MECS India Private Limited, is dispensed with, as both the Equity shareholders of the Applicant have given their consent in writing to the Scheme, which are annexed as Exhibits "F-1" and “F-2” to the Affidavit in support of the Summons for Directions. 2. That the convening and holding of the meeting of the 7% Non-cumulative Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit approving, the Scheme of Amalgamation of, the Transferor Company namely, MECS Enterprises Private Limited with the Transferee Company, namely, MECS India Private Limited, is dispensed with, as the sole Preference Shareholder of the Applicant have given their consent in writing to the Scheme, which are annexed as Exhibits "F-1" to the Affidavit in support of the Summons for Directions. 3. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 6 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise. 2 4. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit approving the Scheme of Amalgamation of, the Transferor Company namely, MECS Enterprises Private Limited with the Transferee Company, namely, MECS India Private Limited, is dispensed with, in view of the consent in writing given by certain Unsecured Creditors of the Applicant Company which is annexed as Exhibit G-1 to G-8 to the Affidavit in Support of the Summons for Direction and in view of the averments made in paragraph 20 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to issue individual notice of hearing of Petition by R. P. A. D. to all the Unsecured Creditors. The said undertaking is accepted. Company Judge 3