IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.374 OF 2009 Called for Summons for Direction Coram: S.J. Vazifdar J Date: 3rd April, 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 of Prithvi Consultancy Services Private Limited (“the Transferor Company”) with Cable Corporation of India Limited (“the Transferee Company”) and their Respective Shareholders and Creditors. PRITHVI CONSULTANCY SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 14/15 Hansaraj Damodar Building, 12/14 Dr. Sunderlal Behl Street, Ballard Estate , Mumbai-400001 ) ) ) ) ) )……Ap plicant Company Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named 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 25th day of March, 2009 of Mr. Abhijit Barua, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of PRITHVI CONSULTANCY SERVICES PRIVATE LIMITED, the Applicant Company, for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation of Prithvi Consultancy Services Private Limited, the Applicant Company or the Transferor Company with Cable Corporation of India Limited, the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C1” and “C2” to the affidavit in support of the Summons for Directions. 2 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph (16) of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Prithvi Consultancy Services Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Prithvi Consultancy Services Private Limited with Cable Corporation of India Limited and their respective Shareholders and Creditors is dispensed with in view of the consent given by sole unsecured creditor of the Applicant Company, which is annexed as Exhibit “D1” to the affidavit in support of the Summons for Directions. Company Judge 3