1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.106 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 Scheme of Amalgamation of Cornershop Entertainment Company Private Limited (“Cornershop Entertainment” or “the First Transferor Company”) AND Cornershop Animation Company Private Limited (“Cornershop Animation” or “the Second Transferor Company”) AND Digital Media Convergence Limited (“Digital Media” or “the Third Transferor Company”) AND Re-Med Services Private Limited (“Re-Med Services” or “the Fourth Transferor Company”) WITH ETC Networks Limited (“ETC” or “the Transferee Company”) DIGITAL MEDIA CONVERGENCE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 135, Continental Building, Dr. Annie Besant Road, Worli, Mumbai – 400 018. ) ) ) ) ) ) ……..Applicant Company Called Summons for Directions Coram: S. J. Kathawalla J. Date: 5th day of February, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER 2 UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day of January, 2010 of Mrs. Sheetal S Chitlange, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That the convening and holding of the meeting of the Equity Shareholders of DIGITAL MEDIA CONVERGENCE 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 Cornershop Entertainment Company Private Limited (“Cornershop Entertainment” or “the First Transferor Company”) and Cornershop Animation Company Private Limited (“Cornershop Animation” or “the Second Transferor Company”) and Digital Media Convergence Limited (“Digital Media” or “the Third Transferor Company”) and Re-Med Services Private Limited (“Re-Med Services” or “the Fourth Transferor Company”) with ETC Networks Limited (“ETC” or “the Transferee Company”), be dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1” to “H7” to the Affidavit in support of the Summons for Directions 2. That convening and holding the meeting of the Secured Creditors of Digital Media Convergence Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Cornershop Entertainment Company Private Limited and Cornershop Animation Company Private Limited and Digital Media Convergence Limited and Re-Med Services Private Limited with ETC Networks Limited is dispensed with in view of the averments made in paragraph (31) 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 3 R.P.A.D. upon all its Secured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. 3. That convening and holding the meeting of the Unsecured Creditors of Digital Media Convergence Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Cornershop Entertainment Company Private Limited and Cornershop Animation Company Private Limited and Digital Media Convergence Limited and Re-Med Services Private Limited with ETC Networks Limited is dispensed with in view of the averments made in paragraph (32) 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. upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. 4. The filing of a separate Application and Petition by ETC Networks Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 33 to 36 of the affidavit dated 29th day of January, 2010 of Mrs. Sheetal S Chitlange, Authorised Signatory of the Applicant Company in support of the Summons for Direction. (S.J. KATHAWALLA)