1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 714 OF 2011 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 AAA Expert Advisory Private Limited ( Transferor Company No.1) AND AAA Systematic Advisory Services Private Limited (Transferor Company No.2) AND AAA Showbiz Entertainment Private Limited ( Transferor Company No.3) AND AAA Multi Technical Services Private Limited ( Transferor Company No.4) AND AAA Dhara Projects Private Limited ( Transferor Company No.5) WITH AAA Vibgyor Entertainment Private Limited ( Transferee Company) AND their respective Shareholders and Creditors AAA MULTI TECHNICAL SERVICES 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 (East), Mumbai - 400055. ) ) ) ) ) ) ) ) ) ……..Applicant Company 2 Called Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 2nd December, 2011. Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co. Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th November, 2011 of Mr. Pramod Satam, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company , to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation of AAA Expert Advisory Private Limited, the Transferor Company No.1, AAA Systematic Advisory Services Private Limited, the Transferor Company No.2, AAA Showbiz Entertainment Private Limited, the Transferor Company No.3, AAA Multi Technical Services Private Limited, the Transferor Company No.4, AAA Dhara Projects Private Limited, the Transferor Company No.5 with AAA Vibgyor Entertainment Private Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits D1 and D2 to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors in the Applicant Company as stated in paragraph 11 of the Affidavit in support of the Summons for Direction. Hence the question of convening and holding the meeting of Secured Creditors does not arise. 3 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and, if thought fit, approve, with or without modification(s), the proposed AAA Expert Advisory Private Limited, the Transferor Company No.1, AAA Systematic Advisory Services Private Limited, the Transferor Company No.2, AAA Showbiz Entertainment Private Limited, the Transferor Company No.3, AAA Multi Technical Services Private Limited, the Transferor Company No.4, AAA Dhara Projects Private Limited, the Transferor Company No.5 with AAA Vibgyor Entertainment Private Limited , the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors. The Applicant Company also undertakes to publish the same in one issue each of two news papers viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. C. Dharmadhikari, J.)