1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.228 OF 2009 In the matter of Sections 391 & 394 of the Companies Act, 1956 read with Rule 67 to 87 of the Companies (Court) Rules, 1959 AND In the matter of Scheme of Arrangement between I-Ven Interactive Limited AND Infomedia18 Limited and their respective shareholders Infomedia18 Limited, a Company incorporated under } the provisions of the Companies Act, 1956 and having } its Registered Office at Ruby House, A Wing, J K Sawant } Marg, Dadar (West), Mumbai - 400028, India ……Applicant Company Called Summons for Direction CORAM: S. J. VAZIFDAR, J. DATE: 27th February 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: 1. That a meeting of the equity shareholders of the Applicant Company shall be convened and held at Yashwant Natyamandir, Manmala Tank Road, Matunga- Mahim(W), Near Bombay Glass Works, Mumbai - 400016 on 11th day of April 2009 at 11.30AM for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between I-Ven Interactive Limited, the Transferor Company and Infomedia18 Limited, the Applicant/Transferee Company and their respective shareholders. 2 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Arrangement, copy of Explanatory Statement as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their last known address. 3. That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meeting indicating the day, the date and the place and time as aforesaid be published, stating that the copies of the Scheme of Arrangement, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the registered office of the Applicant Company as aforesaid and/or at its Advocates office at 302 Satnam Building, 3A Sion West, Mumbai 400022, one each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi (both Mumbai Edition). Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That settling and approving of the form of advertisement, form of proxy, the form of notice and 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:- (a) advertise the Notice convening meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; 3 (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 5. That Mr. M.D. Narvekar, Company Registrar, High Court, Bombay, and in his absence Mr. Yug Samrat , Company Secretary of the Applicant Company shall be the Chairman of the meeting of the equity shareholders to be held on 11th day of April 2009 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers as per its Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjourned or adjournments thereof or on any other matter including the amendment/s to the Scheme of Arrangement or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of equity shareholders shall be 5 (five) shareholders of the Applicant Company present in person or by proxy. 8. That the voting by proxy is permitted provided that proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at Ruby House, A Wing, J K Sawant Marg, Dadar (West), Mumbai - 400028 not later than 48 hours before the said meeting as required under Rule 70(2) of the Company Court Rules, 1959. 9. That the number of the shares of each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the register are 4 disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting and his decision in that behalf would be final. 10. That the convening and holding of the meetings of the Secured and Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Arrangement between I- Ven Interactive Limited, the Transferor Company and Infomedia18 Limited, the Applicant/Transferee Company is dispensed with in view of averments made in paragraph twenty two of the affidavit dated 18th February 2009 of Mr. Yug Samrat, Company Secretary of the Applicant Company in support of Summons for Direction. Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Secured and Unsecured Creditors of the date of hearing of petition. The said undertaking is accepted. 12. That in view of averments made in paragraphs twenty & twenty one of the affidavit dated 18th February 2009 of Mr. Yug Samrat, Company Secretary of the Applicant Company in support of Summons for Directions, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is not applicable and the same is dispensed with as the same does not involve either a diminution of liability in respect of unpaid share capital or payment of paid-up share capital. However the Applicant to move Special Resolution in the aforesaid meeting of the equity shareholders pursuant to provisions of Section 100 of the Companies Act, 1956 for confirming the cancellation of Equity share Capital. 13. That the Chairman do report to this Court, the result of the said meeting within 15 days of the conclusion of the meeting and the said Report shall be verified by an affidavit. 5 14. The Chairman’s fees is quantified at Rs.50,000/-. The same shall include the cost of any other person or persons that the Chairman may appoint / engage to assist him as well as all other individual expenses, if any, incurred by him. Sd/- (S. J. VAZIFDAR J)