IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 558 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement of CONCEPT COMMUNICATION LIMITED and COSY MERCANTILE LIMITED with NSS DIGITAL MEDIA LIMITED COSY MERCANTILE LIMITED a company incorporated under the Companies Act, 1956 having its registered office at 107, Vikas Building, 11, G. N. Vaidya Marg, Fort, Mumbai – 400 023 ) ) ) ) ) … Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 27th August, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 12th August, 2010 of Mr. Rajguru Undage, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement of CONCEPT COMMUNICATION LIMITED the First Transferor Company and COSY MERCANTILE LIMITED, the Applicant / Second Transferor Company with NSS DIGITAL MEDIA LIMITED the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “B-1” to “B-6” to the affidavit in support of the Summons for Direction. 2. There are no Secured of the Applicant Company as mentioned in paragraph 21 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise 3. That the convening and holding the meeting of the Unsecured Loan Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement of CONCEPT COMMUNICATION LIMITED the First Transferor Company and COSY MERCANTILE LIMITED, the Applicant / Second Transferor Company with NSS DIGITAL MEDIA LIMITED the Transferee Company is dispensed with in view of the consent given by the sole Unsecured Loan Creditors of the Applicant Company which are annexed as Exhibits “D” to the affidavit in support of the Summons for Direction 4. 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 Arrangement of CONCEPT COMMUNICATION 2 LIMITED the First Transferor Company and COSY MERCANTILE LIMITED, the Applicant / Second Transferor Company with NSS DIGITAL MEDIA LIMITED the Transferee Company is dispensed with in view of the consent given by 1 Unsecured Creditor of the Applicant Company, which is annexed as Exhibit -E and one of the Unsecured creditor is paid off and averments made in paragraph 22 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to remaining Unsecured Creditors whose consent is not obtained and also to publish notice of the final hearing of the Petition in two Newspapers Viz. “Free Press Journal”, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The undertaking is accepted. (S. J. Kathawalla, J) 3