IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.281 OF 2009 In the matter of sec 391 & 394 of the Companies Act, 1 of 1956 And In the matter of Scheme of Amalgamation of: Ideate Digital Private Limited .....Transferor Company With Interactive Media & Communication Private Limited ...Transferee Company Interactive Media & Communication ) Private Limited a Company incorporated ) under the Companies Act, 1 of 1956 ) having its registered office at C-27, ) Evershine – II, Shopping Centre, J. P. ) Road, Andheri (W), Mumbai – 400 053 )....… Applicant Called Summons for Direction - 2- CORAM : S. J. Vazifdar, J. DATE: 6th March, 2009 Mr. B. B. Parikh alongwith G. B. Shah for Applicant MINUTES OF ORDER Upon the application of the Applicant above named by a Summons for Directions AND UPON hearing Mr. B. B. Parikh for the Applicant Company, AND UPON reading the Affidavit dated 24th February, 2009 of Mr. Saurabh P. Shah, Authorised Signatory of the Applicant Company in support of Summon for Directions, IT IS ORDERED:- 1. That the convening and holding the meeting of Equity Shareholders of the Applicant Company to consider and approve the Scheme of Amalgamation of Ideate Digital Private Limited, Transferor Company with Interactive Media & Communication Solutions Private Limited, Applicant/ Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “I1” and “I2” to the Affidavit in support of Summons for Directions. 2. That the convening and holding the meeting of Secured Creditor of the Applicant Company to consider and approve the Scheme of Amalgamation of Ideate Digital Private Limited, Transferor Company with Interactive Media & Communication Solutions Private Limited, Applicant/ Transferee Company is dispensed - 3- with in view of the consent given by the sole Secured Creditor of the Applicant Company which is annexed as Exhibit “G1” to the Affidavit in support of Summons for Directions. 3. That the convening and holding the meeting of Unsecured Creditors of the Applicant Company to consider and approve the Scheme of Amalgamation of Ideate Digital Private Limited, Transferor Company with Interactive Media & Communication Solutions Private Limited, Applicant/Transferee Company is dispensed with in view of the consents given by all the Unsecured creditors of the Applicant Company which are annexed as Exhibits “H1” and “H2” to the Affidavit in support of Summons for Directions. 4. That the convening and holding the meeting of the Sundry Creditors of the Applicant Company is dispensed with in view of the averments made in paragraph 19 of the Affidavit in support of Summons for Directions. The Applicant undertakes to issue individual notice of hearing of Petition by RPAD to all its Sundry Creditors. The undertaking is accepted. COMPANY JUDGE