1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 470 OF 2011 IN THE MATTER OF THE COMPANIES ACT, 1956; A N D IN THE MATTER OF SECTIONS 100, 391 & 394 OF THE COMPANIES ACT, 1956; A N D IN THE MATTER OF PRANA PUBLIC RELATIONS PRIVATE LIMITED A N D IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN PRANA PUBLIC RELATIONS PRIVATE LIMITED W I T H TATVA PUBLIC RELATIONS PRIVATE LIMITED PRANA PUBLIC RELATIONS ) PRIVATE LIMITED ) a Company duly registered under the ) Companies Act, 1956, and having its ) Registered Office at 2nd floor , Manek Mahal, ) 90, Veer Nariman Road, Mumbai 400 020 )... APPLICANT Called for Direction CORAM: S.J.KATHAWALLA J DATE : 5th AUGUST , 2011 Mr.Nimish Pandya i/b Pandya & Co for the Applicant 2 MINUTES OF ORDER Upon the Application of the Applicant Company i.e. PRANA PUBLIC RELATIONS PRIVATE LIMITED abovenamed by the Summons for Direction AND UPON HEARING MR NIMISH G. PANDYA i/b PANDYA & CO, Advocate for the Applicant Company AND UPON READING the Affidavit dated 4th July, 2011 of Shri Sushil D.Bahal, Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to , IT IS ORDERED : 1. That convening and holding the meeting of the Equity Shareholders of the Applicant company i.e. PRANA PUBLIC RELATIONS PRIVATE LIMITED for the purpose of considering and if thought fit, approving with or without modification ,the proposed Scheme of Arrangement between PRANA PUBLIC RELATIONS PRIVATE LIMITED ,the Applicant /Transferor Company with TATVA PUBLIC RELATIONS PRIVATE LIMITED ,the Transferee Company is dispensed with in view of the consents in writing given by all the Equity Shareholders which are annexed as Exhibits “G-1 to G-4” to the Affidavit in support of the Summons for Direction. 2. There are no Preference Shareholders and Secured Creditors of PRANA PUBLIC RELATIONS PRIVATE LIMITED, the Applicant Company as stated in paragraphs 28 and 29 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding 3 the meetings of Preference Shareholders and Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured / Sundry Creditors of the Applicant company i.e. PRANA PUBLIC RELATIONS PRIVATE LIMITED, for the purpose of considering and if thought fit, approving with or without modification, the proposed Scheme of Arrangement between PRANA PUBLIC RELATIONS PRIVATE LIMITED, the Applicant /Transferor Company with TATVA PUBLIC RELATIONS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents in writing given by all the Unsecured/ Sundry Creditors which are annexed as Exhibits “I-1 to I-3” to the Affidavit in support of the Summons For Direction. ( S. J. KATHAWALLA J )