1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 235 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Esha News Monitoring Services Private Limited, And In the matter of the Scheme of Amalgamation of Esha News Monitoring Services Private Limited Into Laser Dot Limited Esha News Monitoring Services Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Krushal Commercial Complex, 9/10th Floor, Above Shoppers Stop, M.G. Road, Chembur (West), Mumbai – 400089, Maharashtra, India ) ) ) ) ) ) …….Applicant Company Called Summons for Direction CORAM: S. J. Vazifdar J Dated : 15th April, 2011 Mr. Ashish Kamat i/b M/s Crawford Bayley & Co, Advocate for Applicant Company MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Ashish Kamat i/b M/s Crawford Bayley & Co. for the Applicant and UPON reading the Affidavit dated this 14th day of March, 2011 of Mr. Raman Seshadri Iyer, Director of the Applicant Company in support of the Summons for Direction, and the Exhibits therein referred to IT IS ORDERED -: 2 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Esha News Monitoring Services Private Limited into Laser Dot Limited is dispensed with in view of the consents in writing given by 33 (thirty three) out of 35 (thirty five) Equity Shareholders of the Applicant Company which are annexed as Exhibits “I-1” to “I-33” to the Affidavit in support of Summons for Direction and in view of the undertaking given by the Applicant Company in paragraph 18 of the said Affidavit to submit the consents of the remaining 2 (two) Equity Shareholders at the time of filing of the Company Scheme Petition. The undertaking is accepted. 2. There are no Secured Creditors of the Applicant Company as stated in paragraph 20 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, the proposed Scheme of Amalgamation of Esha News Monitoring Services Private Limited into Laser Dot Limited is dispensed with in view of the consents in writing given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “J -1” to “J - 3” to the Affidavit in support of Summons for Direction. (S. J. Vazifdar, J)