1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 712 OF 2010 In the matter of Sections 391 to 394 (read with Section 78 and Sections 100 to 103) and other applicable provisions of the Companies Act, 1956 (Act 1 of 1956); And In the matter of Scheme of Amalgamation of Crest Animation Holdings Inc., And Crest Communication Holdings Limited And Crest Interractive Limited; With Crest Animation Studios Limited AND their respective shareholders and creditors. Crest Animation Studios Limited a company ) incorporated under the Companies Act 1956 ) having its registered office at 401-501, Raheja ) Plaza-1, L.B.S. Marg, Ghatkopar (W), ) Mumbai- 400 086 ) ....Applicant Called Summons for Direction- CORAM: S. J. Kathawalla J. DATE : 29th October 2010 2 Ms. Alpana Ghone, Counsel i/by J. Sagar Associates, Advocates for the Applicant. MINUTES OF THE ORDER Upon the application of the abovementioned Company by a Company Summons for Direction and UPON HEARING Ms. Alpana Ghone, Counsel instructed by M/s. J. Sagar Associates, Mumbai, Advocates for the Applicant and UPON READING the Affidavit dated 22nd day of October 2010 of Mr. Madhav Oak, Company Secretary of the Applicant Company in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of the Applicant abovenamed shall be convened and held at Emperor Hall, Hotel Kohinoor Park, Veer Savarkar Marg, Prabhadevi, Mumbai-400 025, Maharashtra, on Wednesday, 8th day of December 2010, at 11.00 A.M., for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme of Amalgamation of Crest Animation Holdings Inc., Crest Communication Holdings Limited and Crest Interractive Limited with Crest Animation Studios Limited, the Applicant. 2. That at least 21 clear days before the day appointed for the meeting as aforesaid, a notice convening the said meeting, indicating the day, the date, the 3 time and the place as aforesaid, stating that copies of the said Scheme of Amalgamation and of the Explanatory Statement required to be furnished pursuant to Section 393 and Form of Proxy can be obtained free of charge from the registered office of the Applicant, be published once each in The Free Press Journal (Mumbai edition), in English language and Marathi translation thereof in Maharashtra Times (Mumbai Edition), Publication of advertisement in the Maharashtra Government Gazette is dispensed with. 3. That at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting indicating the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation and a copy of the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956, and the prescribed Form of Proxy shall be sent under certificate of posting addressed to each of the Equity Shareholders at their respective registered last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice and the Statement required to be sent under Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to: 4 i. issue notice convening meeting of equity shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956, iii. issue Form of Proxy as per Form 37 (Rule 73) iv. advertise the notice convening the meeting as per Form No. 38 (Rule 74). The undertaking is accepted. 5. That Mr. T.N.V. Ayyar, Director and Chairman, Audit Committee of the Applicant, failing him Mr. S. Balasubramanian, Director of the Applicant, and failing him Mr. Rajen Damani, Director of the Applicant, shall be the Chairman of the meeting of the said Equity Shareholders or any adjournment thereof. 6. That the Chairman appointed for the meeting do issue the advertisement and send out the Notice of the meeting referred to above. 7. That the quorum for the meeting of the Equity Shareholders shall be five (5) shareholders of the Applicant present in person. 5 8. That voting by proxy / authorized representative is permitted provided that proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting or by his authorized representative as aforesaid is filed with the Applicant at its registered office at 401 & 501, Raheja Plaza – 1, L.B.S Marg, Ghatkopar (West), Mumbai-400086, Maharashtra, not later than 48 hours before the time fixed for the meeting, as provided under Rule 70 of Companies (Court) Rules, 1959. 9. That the value or number of shares of each Equity Shareholder shall be in accordance with the records and registers of the Applicant and where the entries in the records and registers are disputed, the Chairman of the meeting shall determine the value or number for the purposes of the meeting and his decision in that behalf would be final. 10. That the Chairman do report to this Court the result of the said meeting within 21 days of the conclusion of the said meeting and that the said Report shall be verified by an Affidavit made by the Chairman. 11. That convening and holding the meeting of the Secured Creditors of the Applicant abovenamed, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Amalgamation of Crest 6 Animation Holdings Inc., Crest Communication Holdings Limited and Crest Interractive Limited with Crest Animation Stodios Limited, the Applicant is hereby dispensed with, in view of the letters of consent given by one of the four Secured Creditors of the Applicant, which is annexed as Exhibit N-1 to the Affidavit in support of the Summons for Direction and in view of the averments made in paragraph 15 of the said affidavit. The Applicant undertake to obtain consets of remaining Secured Creditors prior to filing of the Petition for sanction of the Scheme and in the alternative to issue individual notice of the hearing of the Petition by Registered Post A.D. to the said creditors. The said undertake is accepted. 12. That the requirement of calling a meeting of the unsecured creditors of the Applicant abovenamed, for the purpose of considering and, if thought fit, approving, with or without modification, the Scheme of Amalgamation of Crest Animation Holdings Inc., Crest Communication Holdings Limited and Crest Interractive Limited with Crest Animation Studios Limited, the Applicant and their respective shareholders and creditors, is hereby dispensed with, in view of the undertaking given in paragraph 14 thereof by the Applicant to issue individual notices of the hearing of the Petition by Registered Post A. D. to all its Unsecured Creditors. The said undertaking is accepted. 7 13. That in view of the averments made in paragraph 10.10 of the Affidavit in support of the Summons for Direction the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with. However, the Applicant to move special resolution in the aforesaid meeting of the Equity Shareholders pursuant to the provisions of Sections 100 read with Section 78 of the Companies Act, 1956 for confirming the utilization of the securities premium account. (S.J. KATHAWALLA, J.)