1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 483 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of MGM Metallisers Private Limited with MGM Metallisers India Private Limited and their Respective shareholders MGM Metallisers India Private Limited, } A Company incorporated under the provisions } Of Companies act, 1956 having its Registered } office at at Plot No. 47, Dabhel Ind. } Co. Op. Soc., Dabhel, Daman- 396 210 }…….Applicant Called Summons for Direction Coram: S. J. KATHAWALLA, J DATE: 5th AUGUST, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 14th May 2011 of Mr. Mithun 2 Nagindas Kapadia, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of MGM Metallisers Private Limited with MGM Metallisers India Private Limited and their Respective Shareholders is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1” to “H8” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of Secured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of MGM Metallisers Private Limited with MGM Metallisers India Private Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph fourteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of Petition by R.P.A.D. to its sole Secured Creditor and also to publish notice of hearing of the Petition in local newspapers, viz., „Times of India‟ in English language and „Daman Ganga‟ in Gujarati language, both circulated at Daman. The Undertaking is accepted. 3 3. That the convening and holding of the meeting of Unsecured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of MGM Metallisers Private Limited with MGM Metallisers India Private Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph fifteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of Petition by R.P.A.D. to all its Unsecured Creditor and also to publish notice of hearing of the Petition in local newspapers, viz., „Times of India‟ in English language and „Daman Ganga‟ in Gujarati language, both circulated at Daman. The Undertaking is accepted. (S.J. KATHAWALLA, J)