1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 325 OF 2010 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 Alia Digital Technology Services Private Limited (“the Transferor Company”) WITH Alia Creative Consultants Private Limited (“the Transferee Company”) AND their respective Shareholders Alia Digital Technology Services Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 107, Jehangir Villa, Nathalal Parekh Marg, Colaba, Mumbai -400 005 ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla J. Date: 30th April, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 26th day of April, 2010 of Mr. Shailesh Kumbhar, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding of the meeting of the equity shareholders of Alia Digital Technology Services Private Limited, the Applicant Company / the Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Alia Digital Technology 2 Services Private Limited with Alia Creative Consultants Private Limited and their respective Shareholders is dispensed with in view of the consents given by all the equity shareholders of the Applicant Company, which are annexed as Exhibit H1 to H3 to the affidavit in support of the Summons for Directions. 2) That the convening and holding of meeting of the Secured Creditors of Alia Digital Technology Services Private Limited, the Applicant Company / the Transferor Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation of Alia Digital Technology Services Private Limited with Alia Creative Consultants Private Limited and their respective Shareholders is dispensed with in view of the averments made in paragraph sixteen of the affidavit in support of Company Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all Secured Creditors and also undertakes to publish the notice of hearing of the Petition in Free Press Journal in English and Maharashtra Times in Marathi, both circulated in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. The said undertaking is accepted. 3) That convening and holding of the meeting of the Unsecured Creditors of Alia Digital Technology Services Private Limited, the Applicant Company / the Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Alia Digital Technology Services Private Limited with Alia Creative Consultants Private Limited and their respective Shareholders is dispensed with in view of the averment made in paragraph 17 of the affidavit in support of Company Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. The said undertaking is accepted. 3 4) The filing of separate Company Summons for Direction and Company Scheme Petition by Alia Creative Consultants Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs nineteen to twenty one of the affidavit in support of Company Summons for Direction. ( S. J. Kathawalla J. )