IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME FOR DIRECTION NO. 158 OF 2011 IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF SHOWDIFF WORLDWIDE PRIVATE LIMITED AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN SHOWDIFF WORLDWIDE PRIVATE LIMITED AND REDIFFUSION DENTSU YOUNG & RUBICAM PRIVATE LIMITED SHOWDIFF WORLDWIDE PRIVATE LIMITED ) A company duly incorporated under the ) Companies Act,1956 and having its registered ) Office at 2nd Floor, Terminal -9, ) Nehru Road, Vile Parle (E), Mumbai-400 099 ) APPLICANT -2- Called Summons For Direction Coram: S. C. DHARMADHIKARI J. Date : 4 th MARCH, 2011 Mr.Nimish G. Pandya i/b Pandya & Co , Advocates for Applicant MINUTES OF ORDER Upon the Application of the Applicant Company abovenamed i.e. SHOWDIFF WORLDWIDE PRIVATE LIMITED ,by a Summons for Direction AND UPON HEARING MR NIMISH G. PANDYA i/b PANDYA & CO , Advocate for the Applicant Company AND UPON READING the affidavit dated 22nd February, 2011 of Ms.Vandna Arora , the Company Secretary of the Applicant Company in support of the Summons For Direction and the Exhibits thereto referred to , IT IS ORDERED : -3- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant company for the purpose of considering if thought fit and approving, with or without modification, the Scheme of Arrangement between SHOWDIFF WORLDWIDE PRIVATE LIMITED (Transferor Company/ Applicant Company) AND REDIFFUSION DENTSU YOUNG & RUBICAM PRIVATE LIMITED (Transferee Company) is dispensed with in view of the consents in writing given by both the Equity Shareholders, which are annexed as Exhibits “J-1 and J-2” to the affidavit in support of the Summons For Direction. 2. There are no Preference Shareholders and Secured Creditors in SHOWDIFF WORLDWIDE PRIVATE LIMITED , the Applicant Company as stated in Paragraphs.31 and 32 of the Affidavit in Support of Summons For Direction. Hence, the question of convening and holding the meeting of Preference Shareholders and Secured Creditors does not arise. -4- 3. That convening and holding the meeting of the Unsecured and Sundry Creditors of the Applicant company for the purpose of considering and if thought fit , approving with or without modification ,the proposed Scheme of Arrangement between SHOWDIFF WORLDWIDE PRIVATE LIMITED (Transferor Company/Applicant Company) AND REDIFFUSION DENTSU YOUNG & RUBICAM PRIVATE LIMITED (Transferee Company) , is dispensed with in view of the consents in writing given by 15 out of 20 Unsecured and Sundry Creditors , which are annexed as Exhibits “L-1 to L-15” to the affidavit in support of the Summons For Direction. The Applicant undertakes to issue individual notice by Registered Post A.D. to its remaining Unsecured and Sundry Creditors whose consents are not obtained. The undertaking is accepted. 4. That in view of the averments made in paragraph No. 29 of the affidavit in support of Summons For Direction , the filing of a separate Company Scheme Petition under Sections 391 to 394 of the -5- Companies Act, 1956 , by REDIFFUSION DENTSU YOUNG & RUBICAM PRIVATE LIMITED , the Transferee Company is dispensed with . (S. C. DHARMADHIKARI J)