1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 718 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”) AND Starlight Systems (I) Private Limited (“the Resulting Company” or “the Applicant Company”) AND their respective shareholders Starlight Systems (I) Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 5th Floor, Sunteck Centre, 37 – 40, Subhash Road, Vile Parle (East), Mumbai – 400 057 ) ) ) ) ) ) ) ) ……..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 Company and Starlight Systems (I) Private Limited, the Applicant /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 “H1” and “H2” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured and Unsecured Creditors in the Applicant Company, as stated in paragraph 12 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of the Secured and Unsecured Creditors does not arise. (S. C. Dharmadhikari, J.)