1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 36 OF 2010 In the matter of the Companies Act, 1956 And In the matter of Section 391 to 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between City Sound And Music Private Limited – Transferor Company and IVF Holdings Private Limited–Transferee Company and Their Respective Shareholders under sections 391 to 394 of the Companies Act, 1956 City Sound And Music Private Limited, a Company ) incorporated under the Companies Act, 1956 ) having its registered office at 5th Floor, RNA ) Corporate Park Off. Western Express Highway, ) Kalanagar, Bandra (East), Mumbai 400 051. )………….Applicant Called Summons for Directions CORAM : S. J.Kathawalla J Dated : 22nd January 2010 Mr. S. V. Palsuledesai, for the Applicant 2 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. S.V. Palsuledesai, Advocate for the Applicant AND UPON reading the Affidavit dated 30th December, 2009of Shri. Manoj Advani, Director of the Applicant in support of the Summons for Directions, IT IS ORDERED THAT :- 1. The Convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification Scheme of Amalgamation presented for the amalgamation of City Sound & Music Private Limited, the Transferor Company, with IVF Holdings Private Limited the Transferee Company and their respective Shareholders and Creditors is dispensed with, in view of the consents given in writing by all the Equity Shareholders of the Applicant Company as per the letters of consent which are annexed at Exhibits “D” and “E” to the Affidavit in support of the Summons for Directions. 2. There are no secured or unsecured creditors of the Applicant Company, as mentioned in paragraph No. 20 of the Affidavit in support of the Summons for Directions, hence the question of convening the meeting of Secured or Unsecured creditors does not arise. (S. J. Kathawalla J)