1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 597 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 Amalgamation Of Essel Business Processes Limited (‘the Transferor Company’) With Cyquator Media Services Private Limited (the Transferee Company’) And their respective Shareholders CYQUATOR MEDIA SERVICES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018. ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S.C. DHARMADHIKARI, J Date: 30th SEPTEMBER, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the affidavit dated 23rd September, 2011 of Mr. Ashok Sanghavi, Authorised Representative of 2 the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That 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(s), the proposed Scheme of Amalgamation of Essel Business Processes Limited, ‘the Transferor Company with Cyquator Media Services Private Limited, the Applicant /Transferee Company and their respective shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G1” and “G2’” to the Affidavit in support of Company Summons for Direction. 2. That there are no Secured Creditors in the Applicant Company, as stated in paragraph 12 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Essel Business Processes Limited, ‘the Transferor Company’ with Cyquator Media Services Private Limited, the Applicant/Transferee Company and their respective Shareholders is dispensed with in view of the averment made in paragraph 13 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors and also to publish the 3 same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The said undertaking is accepted. (S.C. DHARMADHIKARI, J)