IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1382 OF 2008 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of Valuable Technologies Private Limited AND In the matter of SCHEME OF AMALGAMATION BETWEEN V2 MEDIA PRIVATE LIMITED (V2M) … Transferor Company AND VALUABLE TECHNOLOGIES PRIVATE LIMITED (VTPL) …Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of V2 MEDIA PRIVATE LIMITED in VALUABLE TECHNOLGIES PRIVATE LIMITED VALUABLE TECHNOLOGIES PRIVATE LIMITED A company incorporated under the provisions of The Companies Act, 1956 and having its registered address at 602, Centre Point, J. B. Nagar, Andheri – Kurla Road, Andheri (East), Mumbai – 400059. … Applicant / Transferee Company Called for Summons for Direction Ms. Agnes Baradia i/b M/s. Thakore Jariwala & Associates, Advocates for the Applicant Coram: S. A. Bobde J. Date : 26 th September 2008 MINUTES OF THE ORDER IT IS ORDERED THAT: 1. The convening and holding of the Meeting of the Equity Shareholders, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of V2 Media Private Limited, the Transferor Company with Valuable Technologies Private Limited, the Applicant / 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 ‘H- 1’ to ‘H- 26’ to the Affidavit dated 15th September 2008 of Mr. Prafulla Vaidya, the Director of the Applicant Company, filed in Support of the Summons for Directions. 2. The convening and holding of the Meeting of the Preference Shareholder, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without 2 modification(s), the arrangement embodied in the Scheme of Amalgamation of V2 Media Private Limited, the Transferor Company with Valuable Technologies Private Limited the Applicant / Transferee Company is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which are annexed as Exhibit ‘I’ to the Affidavit dated 15th September 2008 of Mr. Prafulla Vaidya, the Director of the Applicant Company, filed in Support of the Summons for Directions. 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph No.35 of the Affidavit dated 15th September 2008 of Mr. Prafulla Vaidya, the Director of the Applicant Company, filed in support of Summons for Direction, hence the question of convening and holding the meeting of Secured Creditors does not arise. 4. That 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(s), the arrangement embodied in the Scheme of Amalgamation of V2 Media Private Limited with Valuable Technologies Private Limited is dispensed with in view of the averments made in paragraph 34 of the Affidavit - in -Support of the Summons for Direction and in view of the consents as given by 7 out of 11 Unsecured Creditors of the 3 Applicant Company representing 63.63% in number and 99.33% in value of the total unsecured creditors, which are annexed as Exhibits ‘J-1’ to ‘J-7’ to the Affidavit dated 15th September 2008 of Mr. Prafulla Vaidya, the Director of the Applicant Company, filed in Support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained and also to publish the notice of hearing of Petition in one issue each of “Free Press Journal” in the English language and “Maharashtra Times” in Marathi language both circulating in Mumbai. The said Undertaking is accepted. Company Judge 4