1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 496 OF 2011 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; AND In the matter of Scheme of Arrangement between ANDROMEDA MARKETING PRIVATE LIMITED (the Demerged Company) and ANDROMEDA SALES AND DISTRIBUTION PRIVATE LIMITED (the Resulting Company) ANDROMEDA SALES AND DISTRIBUTION PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 123, Creative Industrial Premises, Sunder Nagar, Kalina, Santacruz (East), Mumbai, Maharashtra- 400098. ) ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 20th August 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 abovenamed 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 27th July 2011of Mr. Nagesh Rao, Authorised 2 Signatory of the Applicant Company, in support of the Summon for Direction and the Exhibits 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 arrangement embodied in the Scheme of Arrangement between ANDROMEDA MARKETING PRIVATE LIMITED, the Demerged Company and ANDROMEDA SALES AND DISTRIBUTION PRIVATE LIMITED, the Resulting/ Applicant Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” to “G-4” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured and Unsecured Creditors of the Applicant Company as stated in paragraph 17 of the Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. (S. C. Dharmadhikari, J)