1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.650 OF 2009 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 between NEVILLE MARKETING NETWORK PRIVATE LIMITED WITH PRINCIPAL INVESTMENTS PRIVATE LIMITED. PRINCIPAL INVESTMENTS PRIVATE LIMITED ) Company incorporated under the Companies Act, ) 1956 having its registered Office at Turf View Seth ) Motilal G. Sanghi Marg, Worli, Mumbai 400 018. ) ...Applicant Called Summons for Directions Coram : A. M. Khanwilkar, J. Dated : 18th June, 2009 Mr. Sunil Kadam, Advocate for Applicant 2 MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Sunil Kadam, Advocate for Applicant AND UPON reading the Affidavit dated 12th March, 2009 and further Affidavit dated 4th May, 2009, Mr. Ashwin Sanghi, Director of the Applicant Company in support of Summons for Direction and the Exhibits referred to therein, IT IS ORDERED : - 1. That the holding and convening the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit approving, with or without modification, the Amalgamation embodied in the Scheme of Amalgamation between Neville Marketing Network Private Limited (the Transferor Company), with Principal Investment Private Limited (the Transferee / Applicant Company) is dispensed with, in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “G-1” to “G-3” to the Affidavit in Support of Summons for Directions. 3 2. There are no secured and unsecured creditors of the Applicant Company as mentioned in paragraph 21A of the Affidavit-in-support of summons for directions. Hence, the question of convening and holding the meetings of secured and unsecured creditors does not arise. COMPANY JUDGE