1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.273 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 Ritu Syndication Services Private Limited ‘the Transferor Company’) WITH Integrated Syndication Services Limited ( ‘ The Transferee Company’) AND Their Respective Shareholders Ritu Syndication Services Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 10, Sohrab Building, 1st Floor, 505, Kalbadevi Road, Opposite Edward Theatre, Mumbai – 400 002. ) ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. J. VAZIFDAR, J Date: 6th MAY, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates 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. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the affidavit dated 7th day of April, 2011 of Mr. Debdas Guin, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1. That convening and holding of the meeting of the Equity Shareholders of Ritu Syndication Services Private Limited, the Applicant /Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of Ritu Syndication Services Private Limited, the Transferor Company with Integrated Syndication Services Limited, the Transferee Company and their Respective Shareholders is dispensed with in view of the consents given both the Equity shareholders of the Applicant Company, which are annexed as Exhibits “D1” and “D2” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in Ritu Syndication Services Private Limited, the Applicant Company, as stated in paragraph 11 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding of the meeting of the Unsecured Creditors of Ritu Syndication Services Private Limited, the Applicant / Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of Ritu Syndication Services Private Limited, the Transferor Company with Integrated Syndication Services Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The undertaking is accepted. (S. J. VAZIFDAR, J)