IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 350 OF 2011 In the matter of Companies Act I of 1956; And In the matter of Sections 391 and 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Dreamz and Filmz Private Limited (Transferor Company) With Red Chillies Entertainments Private Limited (Transferee Company) Dreamz and Filmz Private Limited, ) a Company registered under the ) provisions of Companies Act, 1956 ) and having its Registered Office at ) Ground Floor, Crescent Tower, ) Opp. New Link Road, Oshiwara, ) Near Morya Estate, Andheri (West) ) Mumbai 400 058 ) in the State of Maharashtra. ) ... Applicant Called Summons For Direction: Coram: S. J. Kathawalla, J. Dated: 17th June, 2011 2 Ms. Khooshnum R. Daviervala, i/b. Mulla & Mulla & Craigie Blunt & Caroe, Advocates for the Applicant Company. MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction and UPON hearing Ms. Khooshnum R. Daviervala, i/b. Mulla & Mulla & Craigie Blunt & Caroe, Advocates for the Applicant Company and UPON reading the Affidavit dated 5th May, 2011 of Mrs. Gauri Shah Rukh Khan, Director of the Applicant Company, in Support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1) The convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Dreamz and Filmz Private Limited and Red Chillies Entertainments Private Limited, is dispensed with in view of the consent given by both the Equity Shareholders of the Applicant Company which are annexed as EXHIBITS “D – 1 and D – 2” to the Affidavit in support of the Summons for Direction. 2) There are no Secured and Unsecured Creditors of the Applicant Company, as stated in paragraph 18 of the Affidavit in Support of Summons for Direction, hence the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. (S. J. Kathawalla, J.) 3 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 350 OF 2011 In the matter of Companies Act I of 1956; And In the matter of Sections 391 and 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation of Dreamz and Filmz Private Limited (Transferor Company) With Red Chillies Entertainments Private Limited (Transferee Company) Dreamz and Filmz Private Limited ... Applicant Called Summons For Direction Dated this day of June, 2011 Mulla & Mulla & Craigie Blunt & Caroe, Advocates for the Applicant, Mulla House, 51, M.G. Road, Fort, Mumbai - 400 001.