1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 711 OF 2010 In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956 (Act 1 of 1956); And In the matter of Scheme of Amalgamation of Crest Animation Holdings Inc., And Crest Communication Holdings Limited And Crest Interractive Limited; With Crest Animation Studios Limited AND their respective shareholders and creditors. Crest Interractive Limited a company ) incorporated under the Companies Act 1956 ) having its registered office at 501, Raheja ) Plaza-1, L.B.S. Marg, Ghatkopar (W), ) Mumbai- 400 086 ) ....Applicant Called Summons for Direction - CORAM: S. J. Kathawalla J. DATE : 29th October 2010 Ms. Alpana Ghone, Counsel i/by J. Sagar Associates, Advocates for the Applicant. 2 MINUTES OF THE ORDER Upon the application of the abovementioned Company by a Summons for Direction and UPON HEARING Ms. Alpana Ghone, Counsel instructed by M/s. J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit dated 22nd October 2010 of Mr. Vijay Paranjpe, Director 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 abovenamed, for the purpose of considering and, if through fit, approving with or without modification, the Scheme of Amalgamation of Crest Animation Holdings Inc., Crest Communication Holdings Limited and Crest Interractive Limited, the Applicant with Crest Animation Studios Limited is hereby with, in view of the letters of consents given by all the Equity Shareholders of the Applicant, which are annexed as Exhibits D-1 and D-2 to the Affidavit in support of the Company Summons for Direction. 2. That the convening and holding the meeting of the Unsecured Creditors of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of 3 Amalgamation is hereby dispensed with, in view of the letter of consents given by the only Unsecured Creditor of the Applicant, which is annexed as Exhibit E to the Affidavit in support of the Company Summons for Direction. 3. There are no Secured Creditors of the Applicant, as stated in paragraph 11 of the Affidavit-in-support of the Company Summons for Direction. Hence the question of convening and holding the meeting of the Secured Creditors does not arise. (S. J. KATAHWALLA, J.)