IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.278 OF 2009 In the matter of Section 391 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Jasubhai Media Private Limited with Jasubhai Interactive Private Limited. Jasubhai Media Private Limited ) a company incorporated under the ) Companies Act, 1956 and having its ) Registered office at 3rd Floor, Taj Building, ) 210, Dr. D.N. Road, Fort, ) Mumbai – 400 001. ) …Applicant Called Summons for Direction CORAM : S. J. Vazifdar J. DATE : 6th March, 2009 Mr. Vishal Kanade i/b Negandhi, Shah & Himayatullah for Applicant. Gaurav/C/GSS1/Jasubhai/MinOrd- Jasubahi2 1 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by Summons for Direction AND UPON hearing Shri. Vishal Kanade i/b Negandhi, Shah & Himayatullah for Applicant AND UPON reading the Affidavit dated 13th January, 2009 of R. J. Vakil, Chief Financial Officer, of the Applicant Company, in support of Summons for Directors and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of a meeting of the Equity Shareholders of the Applicant Company to consider and if thought fit to approve the Scheme of Amalgamation between Jasubhai Media Private Limited, the Applicant/Transferor company with Jasubhai Interactive Private Limited, the Transferee Company is dispensed with, in view of the written consent/approval given by all Equity Shareholders/members of the Applicant Company which are annexed as Exhibits "B-1" to "B-12" to the Affidavit in Support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 of the Affidavit-in-Support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. C/GSS1/Jasubhai/minutes of order- track 2 3. That convening the holding of the meeting of the Unsecured Creditors of the Applicant Company, to consider and if thought fit to approve the Scheme of Amalgamation between Jasubhai Media Private Limited, the Applicant/Transferor company with Jasubhai Interactive Private Limited, the Transferee Company is hereby dispensed with, in view of the fact that each of the creditor to whom the Applicant Company owes a sum of Rs.25,000/- of more has granted written consent/approval to the proposed Scheme of Amalgamation, which written approval are annexed as Exhibits “C-1” to “C- 15” to the Affidavit in support of the Summons for Directions and further in view of the Undertaking of the Applicant Company given in paragraph 16 of the said Affidavit to give individual notice to its remaining Creditors informing them the date of hearing of the Petition after the petition is admitted. The undertaking in accepted. COMPANY JUDGE Gaurav/C/GSS1/Jasubhai/MinOrd- Jasubahi2 3