1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 63 OF 2011. 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 BLACK PENCIL ADVERTISING PRIVATE LIMITED WITH TLG INDIA PRIVATE LIMITED BLACK PENCIL ADVERTISING PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Big Apple “A”, Dr. Shirodkar Road, Parel, Mumbai- 400 012. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 28th January, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate 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 M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 21st day of January, 2011 of Mrs. Sanu Kapoor, Authorised Person of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, 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 Scheme of 2 Amalgamation of BLACK PENCIL ADVERTISING PRIVATE LIMITED, the Applicant / Transferor Company with TLG INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” and “C-2” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 15 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of BLACK PENCIL ADVERTISING PRIVATE LIMITED, the Applicant / Transferor Company with TLG INDIA PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by both the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “D-1” and “D-2” to the Affidavit in support of the Summons for Direction. (S. C. Dharmadhikari, J)