IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.574 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 Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited (‘ISL’ or ‘the Demerged Company’ or ‘the Transferor Company’) and Integrated Syndication Services Private Limited (‘ISSPL’ or ‘the Resulting Company’) and Seamless Syndication Services Private Limited (‘SSSPL’ or ‘the Transferee Company’) and their respective shareholders INTEGRATED SYNDICATION SERVICES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Flat No. 6, Madeena Apartments, Plot no. 10, Viman Nagar, Pune – 411 014. ) ) ) ) ) )……Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar, J Date: 8th May, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the 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 24th day of April, 2009 of Mr. Debdas Gopikaranjan Guin, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Integrated Syndication Services Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the proposed Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited, the Demerged / Transferor Company and Integrated Syndication Services Private Limited, the Applicant / Resulting Company and Seamless Syndication Services Private Limited, the Transferee Company and their respective shareholders, be 2 dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1” to “H5” to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors in Integrated Syndication Services Private Limited, 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 the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of Integrated Syndication Services Private Limited to consider and approve the proposed arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between Indseam Services Limited, the Demerged / Transferor Company and Integrated Syndication Services Private Limited, the Applicant / Resulting Company and Seamless Syndication Services Private Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the averments made in paragraph 17 of the affidavit in support of the Summons for Directions and in view of the undertaking given by the Applicant Company in the said paragraph to serve individual notice of the hearing of the Petition by R. P. A. D. to all its Unsecured Creditors 3 and also to publish the same in Economic Times, in English and Maharashtra Times, in Marathi, both circulated in Pune. The said undertaking is accepted. Company Judge 4