IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1544 OF 2008 IN THE MATTER of Sections 391 to 394 of the Companies Act, 1956; AND IN THE MATTER of A. M. Engineering Private Limited AND IN THE MATTER of the Scheme of Amalgamation of A. M. Engineering Private Limited, Nilkamal Industrial Plastics Private Limited, Realm Export Private Limited and Stack Plast Private Limited with Shrimant Holdings Private Limited. A. M. Engineering Private Limited ) A Company incorporated under the provisions ) of the Companies Act, 1956 and having its ) registered office at 77/78, Nilkamal House, ) Road No. 13/14, M.I.D.C. Andheri (E), ) Mumbai – 400093. ) … Applicant Called Summons for Directions Coram : A. M. Khanwilkar, J Date: 21 st November 2008 Mr. Yogesh Adhia for Applicant 1 MINUTES OF THE ORDER 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 7th November 2008 of Ms. Priti Dave, the Authorised 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 Companies namely, A. M. Engineering Private Limited, Nilkamal Industrial Plastics Private Limited, Realm Export Private Limited and Stack Plast Private Limited with the Transferee Company, namely, Shrimant Holdings Private Limited, is dispensed with, as all the Equity shareholders of the Applicant have given their consent in writing to the Scheme, which are annexed as Exhibits "I-1" and “I-2” to the Affidavit in support of the Summons for Directions. 2 2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 36 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. 3. 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 Companies namely, A. M. Engineering Private Limited, Nilkamal Industrial Plastics Private Limited, Realm Export Private Limited and Stack Plast Private Limited with the Transferee Company, namely, Shrimant Holdings Private Limited , is dispensed with, in view of the written consent given by the only Unsecured Creditor of the Applicant Company to the Scheme of Amalgamation, which is annexed as Exhibit "J” to the Affidavit in support of the Summons for Directions. Company Judge 3