IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 409 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of Bennett, Coleman & Company, Limited a company incorporated under the Indian Companies Act, 1913 having its registered office at The Times of India Building, Dr. D.N. Road, Mumbai- 400001; And In the matter of Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited. Bennett, Coleman & Company Limited, a company incorporated under the Indian Companies Act, 1913, having its registered office at The Times of India Building, Dr. D.N. Road, Mumbai-400001. ) ) ) ) ) …Applicant 2 CALLED SUMMONS FOR DIRECTION Coram: S. J. Kathawalla, J. Date: 1st July, 2011 Mr. Virag Tulzapurkar, Senior Advocate with Mr. Tapan Deshpande, Advocate i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by Summons for Directions and upon hearing Mr. Virag Tulzapurkar, Senior Advocate instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company and upon reading the Affidavit dated 30th May, 2011, Further Affidavit dated 23rd June, 2011 and Additional Affidavit dated 29th June 2011 all of Mr. Padmakar Rao, the Company Secretary, of the Applicant Company, in Support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED: (1) That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited, is dispensed with, in view of the letters of consent given by 9 Equity Shareholders, out of 12 Equity Shareholders of the Applicant Company, scanned copies of which are annexed as Exhibits 3 D-1 to D-9 to the Affidavit dated 30th May 2011 in Support of the Summons for Direction and original consent letters from the said equity shareholders being Exhibits “A-1” to “A-9” to the further Affidavit dated 23rd June 2011 of Mr. Padmakar Rao in Support of the Company Summons for Direction and in view of the averments made in paragraph 16 of the said Affidavit that the Applicant would procure the consents of the remaining 3 equity shareholders before hearing of the Petition. The Applicant undertakes to issue individual notice of date of hearing of Petition to its remaining 3 Equity Shareholders if the consents of the said Equity Shareholders are not received before filing of the Petition seeking sanction to the proposed Scheme. The undertaking is accepted. (2) That the convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and if thought fit approving, with or without modification, the proposed Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited, is dispensed with, in view of the averments made in paragraph 17 of the Affidavit in Support of the Summons for Direction, inter alia, stating that there are 5 secured creditors of the Applicant Company, who have sanctioned fund based facilities to the Applicant Company, but the Applicant Company has not utilized the fund based facilities and therefore no amount is utilized by the Applicant Company. 4 (3) That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors, and reduction of capital of Bennett Property Holdings Company Limited, is dispensed with, in view of the averments made in paragraph 18 of the Affidavit dated 30th May 2011 in Support of the Summons for Direction and paragraph 5 of the Additional Affidavit dated 29th June 2011 in Support of the Summons for Direction, inter alia, stating that the unsecured creditors of the Applicant Company are neither in any manner affected by the Scheme nor is there any compromise or arrangement envisaged in the Scheme with the said unsecured creditors and also that the Scheme does not contemplate any variation in the rights of the unsecured creditors of the Applicant Company in any manner whatsoever. (4) In paragraph 5 of the Additional Affidavit dated 29th June 2011 in Support of the Summons for Direction, it is stated that most of the Unsecured Creditors listed in Exhibit F to the Affidavit dated 30th May 2011 and Exhibit A to the Affidavit dated 29th June 2011, are in the nature of sundry/trade creditors arising from the day-to-day business of the Applicant Company, ET NOW Division of Times Global Broadcasting Company Limited and Zoom television channel division of Zoom Entertainment Network Limited and that the Scheme does not contemplate any variation in the rights of the said Unsecured Creditors in 5 any manner and also that the Applicant Company is a profit making entity and has sufficient cash and bank balances to meet the liabilities of its sundry/trade creditors as they arise in ordinary course of business. The Applicant Company has also given an undertaking to give individual notice of hearing of the Petition by R.P.A.D. to its Unsecured Creditors whose outstanding value is above Rs. 1,00,000/-. The undertaking is accepted. (S. J. KATHAWALLA, J.)