IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.252 OF 2009 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 between Entertainment Retail Services Private Limited (“ERSPL” or “the First Transferor company”) AND Entertainment Marketing Consultancy Service Private Limited (“EMCSPL” or “the Second Transferor company”) AND Entertainment Masscom Services Private Limited (“EMSPL” or “the Third Transferor company”) AND Dual Hardware and Software Systems Private Limited (“DHSSPL” or “the Fourth Transferor company”) AND Mahimna Entertainment Private Limited (“MEPL” or “the Transferee company”) AND their respective Shareholders and Creditors DUAL HARDWARE AND SOFTWARE SYSTEMS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 3rd Floor, Reliance Energy Centre, Santacruz (E), Mumbai – 400 055 ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Vazifdar J. Date: 27th February, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 20th day of February, 2009 of Ms. Kirti Desai, Authorised Signatory of the Applicant company, in support of Summons for Directions, IT IS ORDERED: 1. That the convening and holding of the meeting of the Equity Shareholders of Dual Hardware And Software Systems Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation between Entertainment Retail Services Private Limited (“ERSPL” or “the First Transferor company”) and Entertainment Marketing Consultancy Service Private Limited (“EMCSPL” or “the Second Transferor company”) and Entertainment Masscom Services Private Limited (“EMSPL” or “the Third Transferor company”) and Dual Hardware and Software Systems Private Limited (“DHSSPL” or “the Fourth Transferor company”) with Mahimna Entertainment Private Limited (“MEPL” or “the Transferee company”) and their respective Shareholders and Creditors, be dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” to “C3” to the Affidavit in support of the Summons for Directions 2. There are no Secured Creditors of Dual Hardware And Software Systems Private Limited, the Applicant Company, as mentioned in paragraph (31) 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 convening and holding the meeting of the Unsecured Creditors of Dual Hardware And Software Systems Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation between Entertainment Retail Services Private Limited (“ERSPL” or “the First Transferor company”) and Entertainment Marketing Consultancy Service Private Limited (“EMCSPL” or “the Second Transferor company”) and Entertainment Masscom Services Private Limited (“EMSPL” or “the Third Transferor company”) and Dual Hardware and Software Systems Private Limited (“DHSSPL” or “the Fourth Transferor company”) with Mahimna Entertainment Private Limited (“MEPL” or “the Transferee company”) and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph (32) of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The said undertaking is accepted. Sd/- Company Judge