1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 165 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 Composite Scheme of Amalgamation and Arrangement between ETC Networks Limited (“ETC” or “the Transferor Company”) AND Zee Entertainment Enterprises Limited (“ZEEL” or “the Transferee Company” or “the Demerged Company”) AND Zee Learn Limited (“ZLL” or “the Resulting Company”) AND their respective shareholders and creditors ETC NETWORKS LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018. ) ) ) ) ) ) ……..Applicant Company Called Summons for Directions Coram: S. J. KATHAWALLA J. Date: 12th March, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for 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 6th day of March, 2010 of 2 Mrs. Sheetal S Chitlange, Assistant Company Secretary of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of ETC Networks Limited, the Applicant Company, be convened and held at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018 on Monday, 19th day of April, 2010 at 11.30 a.m. for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between ETC Networks Limited, the Transferor Company and Zee Entertainment Enterprises Limited, the Transferee/ Demerged Company and Zee Learn Limited, the Resulting Company and their respective shareholders and creditors. 2. That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Composite Scheme of Amalgamation and Arrangement and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in „Free Press Journal‟ in English and „Maharashtra Times‟ in Marathi, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place, date and time aforesaid, together with a copy of the Composite Scheme of Amalgamation and Arrangement, a copy of the statement required to be sent under Section 393 of the Act and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 3 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Act to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) and iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 5. That Mr. Punit Goenka, Director of the Applicant Company, and failing him, Mr. Sumeet Mehta, Whole-time Director of the Applicant Company, and failing him, Mr. Surjit Banga, Director of the Applicant Company, shall be the Chairman of the aforesaid Meeting to be held at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai 400 018 on Monday, 19th day of April, 2010 at 11.30 a.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders of the Company present in person. 8. That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 4 Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018, not later than, 48 hours before the aforesaid Meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman shall determine the value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 10. That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between ETC Networks Limited, the Transferor Company and Zee Entertainment Enterprises Limited, the Transferee/ Demerged Company and Zee Learn Limited, the Resulting Company and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph (23) of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all its Secured Creditors and also undertakes to publish the notice of hearing of the Petition in one issue each of „Free Press Journal‟ in English language and „Maharashtra Times‟ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Composite Scheme of Amalgamation and Arrangement between ETC Networks Limited, the Transferor Company and Zee Entertainment Enterprises Limited, the 5 Transferee/ Demerged Company‟) and Zee Learn Limited, the Resulting Company and their respective shareholders and creditors is dispensed with in view of the averment made in paragraph (24) of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors of the value of Rs.100000/- and above. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S.J. KATHAWALLA J)