1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 323 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Alia Creative Consultants Private Limited (“the Demerged Company”) And India Capital Advisors Private Limited (“the Resulting Company”) AND their respective Shareholders Alia Creative Consultants Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 107, Jehangir Villa, Nathalal Parekh Marg, Colaba, Mumbai - 400 005 ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla J. Date: 30th April, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of April, 2010 of Mr. Shailesh Kumbhar, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding of the meeting of the equity shareholders of Alia Creative Consultants Private Limited, the Applicant Company / the Demerged Company, to 2 consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Alia Creative Consultants Private Limited and India Capital Advisors Private Limited and their respective Shareholders is dispensed with in view of the consent given by all the equity shareholders of the Applicant Company, which are annexed as Exhibit D1 to D6 to the affidavit in support of Company Summons for Directions. 2) That there are no Secured Creditors of Alia Creative Consultants Private Limited, the Applicant Company / the Demerged Company, as on date, as mentioned in paragraph 16 of the affidavit dated 26th day of April, 2010 of Mr. Shailesh Kumbhar, Authorised Signatory of the Applicant Company in support of Company Summons for Directions and hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding of the meeting of the Unsecured Creditors of Alia Creative Consultants Private Limited, the Applicant Company / the Demerged Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Alia Creative Consultants Private Limited and India Capital Advisors Private Limited and their respective Shareholders is dispensed with in view of the averment made in paragraph seventeen of the affidavit in support of Company Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. The undertaking is accepted. 3 4) That in view of averments made in paragraph eighteen of the affidavit in support of Company Summons for Directions, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is dispensed with. ( S. J. Kathawalla J. )