1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANYSUMMONS FOR DIRECTION NO. 488 OF 2010 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; In the matter of Scheme of Amalgamation of Ridge Business Centre Private Limited and Andromeda Investment & Finance Private Limited and Azrael Investments Private Limited (Transferor Companies) with Prudential Management & Services Private Limited and their Respective Shareholders Prudential Management & Services Private Limited, a Company } Incorporated under the provisions of Companies } Act, 1956 having its registered Office at Cecil court, } 5th Floor, Mahakavi Bhushan Marg, Colaba, } Mumbai 400 039. } ….Applicant Company Called for Summons for Direction Coram: S.J. VAZIFDAR J . Date : 23rd JULY 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the 2 Affidavit dated 7th July, 2010 of Mr. Mario Anthony Nazareth, Director of the Applicant Company in support of Company Summons for Direction, IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of Prudential Management & Services Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Ridge Business Centre Private Limited and Andromeda Investment & Finance Private Limited and Azrael Investments Private Limited, the Transferor Companies with Prudential Management & Services Private Limited, the Applicant/Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits C1 & C2 to the affidavit in support of the Company Summons for Direction. 2. That there are no Secured & Unsecured Creditors in Prudential Management & Services Private Limited, the Applicant Company as mentioned in paragraph twenty nine of the affidavit in support of Company summons for Direction and hence, the question of convening and holding the meetings of Secured & Unsecured Creditors does not arise. (S.J. VAZIFDAR J)