IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 346 OF 2011 In the matter of the Companies Act 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 THRIARS CONSULTANCY SERVICES PRIVATE LIMITED with PRIMA VETCARE PRIVATE LIMITED THRIARS CONSULTANCY SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 102-B, Neelam Center B- Wing, Hind Cycle Road, Worli, Mumbai – 400018. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J. Date: 10th June, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 25th day of April, 2011 of Mr. Ajitkumar Dighe, the Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of THRIARS CONSULTANCY SERVICES PRIVATE LIMITED, “the Applicant / Transferor Company” with PRIMA VETCARE PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” and “G-2” to the Affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as stated in paragraph 15 of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of THRIARS CONSULTANCY SERVICES PRIVATE LIMITED, “the Applicant / Transferor Company” with PRIMA VETCARE PRIVATE LIMITED the Transferee Company is dispensed with in view of the consent given by sole the Unsecured creditor of the Applicant Company, which is annexed as Exhibit “H” to the Affidavit in support of the Summons for Direction. 4. That the filing of the Application/Petition by Prima Vetcare Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 17 and 18 of the Affidavit in support of the Summons for Direction. (S. J. Kathawalla, J)