IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1596 OF 2008 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation between Guviso Holdings Private Limited and Mirc Electronics Limited Guviso Holdings Private Limited, ) a company incorporated under the ) Companies Act, 1956 and ) aving its Registered Office ) at 13A, Nand Bhavan Industrial Estate, ) Mahakali Caves Road, ) Andheri (East), Mumbai – 400 093. ) … Applicant Called For Summons For Directions CORAM: A.M. Khanwilkar J. DATE 5th December 2008 Ms. Alpana Ghone i/b Kanga and Company for the Applicant MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Ms. Alpana Ghone instructed by Kanga and Company, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 14th day of November 2008 of Mr. Ravindre Shetty, Authorised Person of the Applicant Company, in Support of the Summons for Directions IT IS ORDERED 1 That the convening and holding the meeting of the Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamtion between Guviso Holdings Private Limited, the Applicant Company and Mirc Electronics Limited, the Transferee Company is dispensed with in view of the Consent in writing given by all the four Shareholders of the Applicant Company to the proposed Scheme which are annexed as Exhibits “B-1” to “B- 4” to the Affidavit dated 12th November 2008, of Mr. Ravindre Shetty, the authorised person of the Applicant Company in support of Summons for Direction; 2 That the convening and holding of the meeting of the Secured Creditors and Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamtion between Guviso Holdings Private Limited, the Applicant Company and Mirc Electronics Limited, the Transferee Company is dispensed with in view of the fact that the Applicant Company does not have any Secured or Unsecured Creditors as mentioned in Paragraph 18 of the Affidavit dated 12th November 2008, of Mr. Ravindre Shetty, the authorised person of the Applicant Company in support of Summons for Direction. 3 The Applicant Company undertakes to serve individual notice by R.P.A.D. on all its Sundry Creditors about the date of the hearing of the Petition. The Applicant to file the Service Affidavit as per Rule 30 of the Company Court [Rules] 1959. The said undertaking is accepted. COMPANY JUDGE IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1596 OF 2008 In the matter of Sections 391 and 394 of the Companies Act, 1956; (1 of 1956) And In the matter of Scheme of Amalgamation between Guviso Holdings Private Limited and Mirc Electronics Limited Guviso Holdings Private Ltd. … Applicant MINUTES OF ORDER Dated this 5th day of December 2008 M/s. Kanga and Company, Advocates for Applicant, Readymoney Mansion, 43, Veer Nariman Road, Fort, Mumbai – 400 001.