1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 497 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read along with Sections 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Andromeda Marketing Private Limited (the Demerged Company) and Andromeda Sales and Distribution Private Limited (the Resulting Company) ANDROMEDA MARKETING PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 123, Creative Industrial Premises, Sunder Nagar, Kalina, Santacruz (East), Mumbai, Maharashtra- 400098. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 20th August, 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 above named 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 27th July, 2011 of Mr. Nagesh Rao, Authorised 2 Signatory of the Applicant Company, in support of the Summon 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 Arrangement between ANDROMEDA MARKETING PRIVATE LIMITED, the Demerged/ Applicant Company and ANDROMEDA SALES AND DISTRIBUTION PRIVATE LIMITED, the Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” to “C-4” to the Affidavit in support of the Summons for Direction. 2. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between ANDROMEDA MARKETING PRIVATE LIMITED, the Demerged/ Applicant Company and ANDROMEDA SALES AND DISTRIBUTION PRIVATE LIMITED, the Resulting Company, is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors and also to publish the same in Free Press Journal, in English language and Maharashtra Times, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of 3 Arrangement between ANDROMEDA MARKETING PRIVATE LIMITED, the Demerged/ Applicant Company and ANDROMEDA SALES AND DISTRIBUTION PRIVATE LIMITED, the Resulting Company, is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English language and Maharashtra Times, in Marathi language, both having circulation in Mumbai. The said undertaking is accepted. 4. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company and in view of the averments made in paragraph 19 of the Affidavit in support of Summons for Direction, that the reduction of securities premium account of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the Secured and Unsecured Creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. (S. C. Dharmadhikari, J.)