1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 717 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 Arrangement between Starlight Systems Private Limited ( “the Demerged Company or the Applicant Company”) AND Starlight Systems (I) Private Limited (“the Resulting Company”) AND their respective shareholders Starlight Systems Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at C-21 House Fin Bhavan C – Block, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051. ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 9th December, 2011 Mr. Rajesh Shah i/b. M/s. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 25th November, 2011 of Mrs. 2 Rachana Hingarajia, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the 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 Arrangement between Starlight Systems Private Limited, the Demerged / Applicant Company and Starlight Systems (I) Private Limited, the Resulting Company and their respective shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D1” and “D2” to the Affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Starlight Systems Private Limited, the Demerged/ Applicant Company and Starlight Systems (I) Private Limited, the Resulting Company and their respective shareholders is dispensed with in view of the averments made in paragraph 11 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Secured Creditors. The Applicant Company also undertakes to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Starlight Systems Private Limited, the Demerged / Applicant Company and Starlight Systems (I) Private Limited, the Resulting Company and their respective shareholders is dispensed with in view of the averments made in paragraph 12 of the affidavit 3 in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors. The Applicant Company also undertakes to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. (S. C. Dharmadhikari, J.)