1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.470 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956 (Act I of 1956); And In the matter of the Scheme of Amalgamation of White Digital Imaging Private Limited and Jasra Graphics Private Limited and their respective shareholders and creditors etc. White Digital Imaging Private Limited, ) a company incorporated under the Companies ) Act, 1956 having its registered office at 1, ) Prabhadevi Industrial Estate, 408, Veer ) Savarkar Marg, Mumbai – 400 025. ) ... Applicant CORAM: S.C. Dharmadhikari J. DATE: 23rd April 2009 MINUTES OF THE ORDER Upon the application of the abovementioned Company by Summons for Direction and UPON HEARING Ms. Saeeda Bandukwala, Counsel instructed by J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit dated 13th April 2009 of Mr. Gyan Jasra, Director of the Applicant Company in support of the Summons for Directions and the 2 Exhibits therein referred to (Exhibit “B” being a copy of the proposed Scheme of Amalgamation and Exhibits “D-1” to “D-4” being the letters of consent of the equity shareholders) IT IS ORDERED: 1. That the requirement of convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if through fit, approving, with or without modification, the Scheme of Amalgamation of the Applicant, White Digital Imaging Private Limited and Jasra Graphics Private Limited, the Transferee Company, is hereby dispensed with, in view of the letters of consent received from all the Equity Shareholders of the Applicant, which are annexed as Exhibits “D-1” to “D-4” to the Affidavit in support of the Summons for Directions. 2. That in view of the averments made and the undertaking given in paragraph 11 of the Affidavit in support of the Summons for Directions, the meeting of the unsecured creditors of the Applicant to seek their approval to the Scheme of Amalgamation be and is hereby dispensed with. 3 The Applicant undertakes to give individual notice of hearing of the Petition for sanction of the Scheme of Amalgamation to all its unsecured creditors by R.P.A.D. The undertaking is accepted. 3. That the requirement of convening and holding the meeting of the Secured Creditors of the Applicant abovenamed, for the purpose of considering and, if through fit, approving, with or without modification, the Scheme of Amalgamation of the Applicant, White Digital Imaging Private Limited and Jasra Graphics Private Limited, the Transferee Company, is hereby dispensed with in view of the averments made in paragraph 10 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of the hearing of the Petition by Registered Post A.D. to all its Secured Creditors. The undertaking is accepted. Company Judge