1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1097 OF 2009 In the matter of the Companies Act 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 of ACE TELEFILMS (INDIA) PRIVATE LIMITED with ATLAS EQUIFIN PRIVATE LIMITED. ATLAS EQUIFIN PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at 11 New Surya Kiran CHS., Ground Floor, A. K. Marg, Behind Tejpal Hall, Kemps Corner, Mumbai- 400 036. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J `Date: 16th October, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant 2 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 1st day of October, 2009 of Mr. Raman H. Maroo, the Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of ACE TELEFILMS (INDIA) PRIVATE LIMITED, the Transferor Company with ATLAS EQUIFIN PRIVATE LIMITED, the Applicant / Transferee Company” is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “F-1” to “F-8” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 15 of the Affidavit in support of Summons for Directions, hence, 3 the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of ACE TELEFILMS (INDIA) PRIVATE LIMITED, the Transferor Company with ATLAS EQUIFIN PRIVATE LIMITED, the Applicant / Transferee Company” is dispensed with in view of the averment made in paragraph 16 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. (S. J. Kathawalla, J.)