1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 721 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 CAPITAL ADVERTISING PRIVATE LIMITED with PUBLICIS COMMUNICATIONS PRIVATE LIMITED PUBLICIS COMMUNICATIONS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Viva Centre, 126 Mathuradas Mills Compound, N. M. Joshi Marg, Off Senapati Bapat Marg, Lower Parel (West), Mumbai- 400 013. ) ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 9th December, 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 Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 22nd day of November, 2011 of Mrs. Sanu Kapoor, Authorised Person of the 2 Applicant Company, in support of the Summons for Directions, 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 Amalgamation of CAPITAL ADVERTISING PRIVATE LIMITED, the Transferor Company with PUBLICIS COMMUNICATIONS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by both Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” to “G-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 Loan Creditor of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of CAPITAL ADVERTISING PRIVATE LIMITED, the Transferor Company with PUBLICIS COMMUNICATIONS PRIVATE LIMITED, the Applicant / Transferee Company is dispensed with in view of the consents given by sole Unsecured Loan Creditor of the Applicant 3 Company, which are annexed as Exhibits “H” to the Affidavit in support of the Summons for Direction 4. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of CAPITAL ADVERTISING PRIVATE LIMITED, the Transferor Company with PUBLICIS COMMUNICATIONS PRIVATE LIMITED, the Applicant/ Transferee Company, is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in two local news papers viz. “Free Press Journal”, in English language and translation thereof in “Maharashtra Times”, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J)