IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.119 OF 2009 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of Antariksh Commercials Private Limited, Colonial Capital Private Limited, Equity Link Trading (India) Private Limited, Greenwich Capital Private Limited, Imperial Mercantile Private Limited, Jewel Communications Private Limited, Lira Tradecom Private Limited, Moonlight Cement Traders Private Limited, Newton Capitals Private Limited, Perigee Trading Private Limited, Reme Trading Private Limited, Stallion Commercials Private Limited, Vivid Mercantile Private Limited and Warburg Capital Private Limited with Entity Communications Private Limited. Colonial Capital Private Limited, ) 1 a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 307, Parekh Market, 3rd Floor, ) 39, Jagannath Shankar Seth Road, Opera House, ) Mumbai – 400 004, Maharashtra ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram: S. J. Vazifdar, J. Date: 30th January 2009 Mr. Arif Doctor i/b M/s. Junnarkar & Associates for Applicant. MINUTES OF THE ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Mr. Arif Doctor i/b M/s. Junnarkar & Associates Advocate for the Applicant Company, AND UPON READING the Affidavit dated 14.01.2009 of Shri. A.R. Subramanian, Director of the Applicant Company in support of Summons for Directions, IT IS ORDERED:- [1] That in view of the Applicant Company having obtained the consents in writing of all its equity shareholders which are annexed as Exhibit “F1” to Exhibit “F11” to the Affidavit in support of the Summons for Directions, the convening and holding of a meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and approving the arrangement embodied in the Scheme of Amalgamation of Antariksh Commercials Private Limited, Colonial Capital Private Limited, Equity Link Trading (India) Private Limited, Greenwich Capital Private Limited, Imperial Mercantile Private Limited, 2 Jewel Communications Private Limited, Lira Tradecom Private Limited, Moonlight Cement Traders Private Limited, Newton Capitals Private Limited, Perigee Trading Private Limited, Reme Trading Private Limited, Stallion Commercials Private Limited, Vivid Mercantile Private Limited and Warburg Capital Private Limited with Entity Communications Private Limited, the Transferee Company, is dispensed with. [2] That the Applicant Company has no secured creditors, as stated in Paragraph 26 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of secured creditors does not arise. [3] That in view of the Applicant Company having obtained the consents in writing of all its unsecured creditors which are annexed as Exhibit “G1” to Exhibit “G6” to the Affidavit in support of the Summons for Directions, the convening and holding of a meeting of the unsecured creditors of the Applicant Company, for the purpose of considering and approving the arrangement embodied in the Scheme of Amalgamation of Antariksh Commercials Private Limited, Colonial Capital Private Limited, Equity Link Trading (India) Private Limited, Greenwich Capital Private Limited, Imperial Mercantile Private Limited, Jewel Communications Private Limited, Lira Tradecom Private Limited, Moonlight Cement Traders Private Limited, Newton Capitals Private Limited, Perigee Trading Private Limited, Reme Trading Private Limited, Stallion Commercials Private Limited, Vivid Mercantile Private Limited and Warburg Capital Private Limited with Entity Communications Private Limited, the Transferee Company, is dispensed with. Company Judge 3