1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANYSUMMONS FOR DIRECTION NO. 486 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; In the matter of Scheme of Amalgamation of Ridge Business Centre Private Limited and Andromeda Investment & Finance Private Limited and Azrael Investments Private Limited (Transferor Companies) with Prudential Management & Services Private Limited and their Respective Shareholders Andromeda Investment & Finance Private Limited } a Company Incorporated under the provisions of Companies } Act, 1956 having its registered Office at Mahindra } Towers, Dr.G.M Bhosale Marg, P.K Kurne Chowk, } Worli, Mumbai 400018 } ….Applicant Company Called for Summons for Direction Coram: S.J. VAZIFDAR J . Date : 23rd JULY 2010 Mr. Hemant Sethi i/b Hemant Sethi & 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. Hemant Sethi instructed by Hemant 2 Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 7th July, 2010 of Mr. Mario Anthony Nazareth, Director of the Applicant Company, in support of Company Summons for Directions, IT IS ORDERED THAT: 1. The convening and holding the meeting of the Equity Shareholders of Andromeda Investment & Finance Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Ridge Business Centre Private Limited and Andromeda Investment & Finance Private Limited, the Applicant Company and Azrael Investments Private Limited with Prudential Management & Services Private Limited, the Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits C1 to C3 to the affidavit in support of the Company Summons for Directions. 2. The convening and holding the meeting of the Preference Shareholders of Andromeda Investment & Finance Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Ridge Business Centre Private Limited and Andromeda Investment & Finance Private Limited, the Applicant Company and Azrael Investments Private Limited with Prudential Management & Services Private Limited, the Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of consents given by all the Preference Shareholders of the 3 Applicant Company, which are annexed as Exhibits D1 & D2 to the affidavit in support of the Company Summons for Directions. 3. The convening and holding the meetings of Secured and Unsecured Creditors of Andromeda Investment & Finance Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Ridge Business Centre Private Limited and Andromeda Investment & Finance Private Limited, the Applicant Company and Azrael Investments Private Limited with Prudential Management & Services Private Limited, the Transferee Company and their respective shareholders (“Scheme”) is dispensed with in view of averments made in paragraph twenty nine of the affidavit in support of Company Summons for Direction. . 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 undertaking is accepted. (S.J. VAZIFDAR J )