1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 609 OF 2011. In the matter of the Companies Act, 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 between ACNIELSEN RESEARCH SERVICES PRIVATE LIMITED AND ACNIELSEN MARKETING RESEARCH INDIA PRIVATE LIMITED WITH ACNIELSEN ORG-MARG PRIVATE LIMITED ACNIELSEN MARKETING RESEARCH INDIA PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 406, Bombay Market Co-Op. Soc, Dadajee Road, Tardeo, Mumbai – 400 034. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J. Date: 7th October, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 28 th September, 2 2011 of Ms. Neha Gajaria, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between ACNIELSEN RESEARCH SERVICES PRIVATE LIMITED, the First Transferor Company and ACNIELSEN MARKETING RESEARCH INDIA PRIVATE LIMITED, the Applicant / Second Transferor Company with ACNIELSEN ORG-MARG PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” and “C-2” to the Affidavit in support of the Summons for Direction. 2. That 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 the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation between ACNIELSEN RESEARCH SERVICES PRIVATE LIMITED , the First Transferor Company and ACNIELSEN MARKETING RESEARCH INDIA PRIVATE LIMITED, the Applicant / Second Transferor Company with ACNIELSEN ORG-MARG PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit “D- 1” to the Affidavit in support of the Summons for Direction. (S. C. Dharmadhikari, J.)