IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 82 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 and other applicable provisions of the Companies Act, 1956; AND In the matter of the Scheme of Amalgamation OF ZES Holdings Limited (‘ZES’ or ‘the First Transferor Company’) AND Zee Multimedia Worldwide Limited (‘ZMWL’ or ‘the Second Transferor Company’) WITH Zee Entertainment Enterprises Limited (‘ZEEL’ or ‘the Transferee Company’) AND their respective shareholders and creditors ZEE ENTERTAINMENT ENTERPRISES LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai - 400 018, Maharashtra. ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S.C. DHARMDHIKARI, J Date: 4TH February, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Virag Tulzapurkar, Senior Counsel with Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 1st day of February, 2011 of Mr. M. Lakshminarayanan, Executive Vice President and Company Secretary of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Zee Entertainment Enterprises Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of ZES Holdings Limited, the First Transferor Company and Zee Multimedia Worldwide Limited, the Second Transferor Company with Zee Entertainment Enterprises Limited, the Transferee Company and their respective shareholders and creditors, is dispensed with in view of the averment made in paragraphs (20) to (24) of the affidavit dated 1st day of February, 2011, in support of Summons for Direction, stating therein that ZES Holdings Limited and Zee Multimedia Worldwide Limited are both wholly owned subsidiaries of the Applicant Company and that the Scheme will not affect rights of the equity shareholders of the Applicant Company nor does it involve any reorganization of the share capital of the Applicant Company. 2. 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 Scheme of Amalgamation of ZES Holdings Limited, the First Transferor Company and Zee Multimedia Worldwide Limited, the Second Transferor Company with Zee Entertainment Enterprises Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averment made in paragraph (20), (21) , (22), (23) & (25) of the Affidavit in support of the Summons for Direction, stating therein that the Applicant Company has an excess of assets over liabilities to the extent of Rs. 2825,32,89,000 and the ZES and ZMWL also have an excess of assets over liabilities to the extent of USD 15,100 / Rs. 680,708 (conversion rate of Rs. 45.08 per USD as at January 14, 2011) and USD 18,72,93,000 / Rs. 844,31,68,440 (conversion rate of Rs. 45.08 per USD as at January 14, 2011) respectively. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon 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. This undertaking is accepted. 3. 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 Scheme of Amalgamation of ZES Holdings Limited, the First Transferor Company and Zee Multimedia Worldwide Limited, the Second Transferor Company with Zee Entertainment Enterprises Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the averment made in paragraphs (20), (21) , (22), (23) & (26) of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to this Hon'ble Court to issue notices of hearing of the Petition by R.P.A.D to its those Unsecured Creditors having an outstanding balance of Rs. 1,00,000 (Rs. One Lakh) and more. The Applicant Company also undertakes to publish the same in one issue each of a daily newspaper viz the ‘Free Press Journal’ in English and the ‘Maharashtra Times’ in Marathi, both of which are circulated in Mumbai. This undertaking is accepted. (S.C. DHARMADHIKARI, J)