IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.937 OF 2009 In the matter of: The Companies Act, 1956 And In the matter of: Sections 391 to 394 (read with section 78 and sections 100 to 103) of the Companies Act, 1956 And In the matter of: UTV Software Communications Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 1181 - 1182, 8th floor, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (E), Mumbai 400 093 And In the matter of: The Scheme of Arrangement pursuant to Sections 391 to 394 (read with Section 78 and Sections 100 to 103) and other applicable provisions of the Companies Act, 1956 for the transfer to and vesting in UTV Software Communications Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 1181 - 1182, 8th floor, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (E), Mumbai 400 093 (the “Transferee Company”) of (i) the entire assets and business of UMP Plc, a company incorporated under the provisions 1 of the Isle of Man Companies Act 2006 having its registered office at PO Box 95, 2a Lord Street, Douglas, Isle of Man IM99 1 HP (the “Isle of Man Transferor Company”); and (ii) the entire assets and business of UTV Motion Pictures (Mauritius) Limited, a company incorporated under the provisions of the Mauritius Companies Act 2001 having its registered office at Les Cascades, Edith Cavell Street, Port Louis, Mauritius (the “Mauritius Transferor Company”); and for the reorganization and utilization of the securities premium account, reserves and the Business Restructuring Reserve Account of the Transferee Company. UTV Software Communications Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 1181 - 1182, 8th floor, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (E), Mumbai 400 093 ) ) ) ) ) ) ) …. Applicant Company CALLED SUMMONS FOR DIRECTIONS Coram: - S. J. Kathawalla, J. Dated: - 11 September, 2009 Virag Tulzapurkar with Nandish Vyas i/b AZB & Partners for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr.Virag Tulzapurkar instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 31st August, 2009 of 2 Md.Sajid Ali, the Authorised Signatory of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of UTV Software Communications Limited, the Applicant / Transferee Company be convened and held at The Hall of Culture, Discovery of India Building, Nehru Centre, Dr.Annie Besant Road, Worli, Mumbai- 400018 on Wednesday the 14th day of October, 2009 at 10.30 a.m., for the purpose of considering and, if thought fit, approving, with or without modifications, the arrangement embodied in Scheme of Arrangement of UMP Plc (hereinafter referred to as the “Isle of Man Transferor Company”) and UTV Motion Pictures (Mauritius) Limited, (hereinafter referred to as the “Mauritius Transferor Company”) with, UTV Software Communications Limited (hereinafter referred to as the “Applicant Company”). 2. That at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme of 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, circulated at Mumbai and Maharashtra Times in Marathi, circulated at Mumbai. Publication thereof in Maharashtra Government Gazette is dispensed with. 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 and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 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 at their respective registered or last known addresses. 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 Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to 3 (i) advertise the Notice convening meeting as per Form No. 36 (Rule 73); (ii) issue Notice convening meeting of the shareholders as per Form No. 38 (Rule 74); (iii) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; and (iv) issue Form of Proxy as per Form No. 37 (Rule 73). The undertaking is accepted. 5. That Mr. Rohinton Screwvala, Chairman and Managing Director of the Applicant Company, and failing him, Mr. Sanjaya Kulkarni, Director of the Applicant Company, and failing whom Mr. Narendra Ambawani, Director of the Applicant Company shall be the Chairman of the aforesaid meeting to be held at The Hall of Culture, Discovery of India Building, Nehru Centre, Dr.Annie Besant Road, Worli, Mumbai-400018 on Wednesday the 14th day of October, 2009 at 10.30 a.m., or any adjournment or adjournments thereof. 6. That the Chairman appointed for the 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 5 (five) shareholders present in person. 8. That voting by proxy/authorized representative be permitted, provided that a proxy in the prescribed form/ authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 1181-82, 8th floor, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (E), Mumbai – 400 093, not later than 48 hours before the meeting as provided under Rule 70 of the Company (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 meeting. 4 10. That the Chairman do report to this Court, the result of the said 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 of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement is dispensed with in view of the averments made in paragraph 24 of the Affidavit in support of the Summons for Directions and in view of the consents of the Secured Creditors which are annexed as Exhibit “O1 to O7” to the Affidavit in Support of the Summons for Direction. The Applicant Company undertakes to serve individual notices of the date of final hearing of Petition by R.P.A.D. in case of failure to obtain consents of the remaining Secured Creditors. The undertaking is accepted. 12. The convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement, is dispensed in view of the averments made in paragraph no. 23 of the Affidavit in Support of the Summons for Directions. The Applicant Company undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to its Unsecured Creditors having an outstanding balance of Rs.1,00,000/- (Rupees One Lac) and above and also to publish the same in one issue each of Free Press Journal in the English language and Maharashtra Times in the Marathi language having circulation in Mumbai. The undertaking is accepted. 13. Certified copy expedited. Company Judge 5