IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 557 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 CONCEPT COMMUNICATION LIMITED a company incorporated under the Companies Act, 1956 having its registered office at Queen’s Mansion, 1st floor, Prescot Road, 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. Hemant Gandhi, 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 Applicant / First Transferor Company and COSY MERCANTILE LIMITED, the 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-8” to the affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the sole Secured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement of CONCEPT COMMUNICATION LIMITED the Applicant / First Transferor Company and COSY MERCANTILE LIMITED, the Second Transferor Company with NSS DIGITAL MEDIA LIMITED the Transferee Company is dispensed with in view of the no due letter given by the sole Secured Creditor of the Applicant Company which are annexed as Exhibits “C” to the affidavit in support of the Summons for Direction. 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 Applicant / First Transferor Company and COSY MERCANTILE LIMITED, the Second Transferor Company with NSS DIGITAL MEDIA LIMITED the Transferee Company is dispensed with in 2 view of the consent given by all the Unsecured Loan Creditors of the Applicant Company which are annexed as Exhibits “D-1” to “D-3” to the affidavit in support of the Summons for Direction 4. That the convening and holding the meeting of the Unsecured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement of CONCEPT COMMUNICATION LIMITED the Applicant / First Transferor Company and COSY MERCANTILE LIMITED, the Second Transferor Company with NSS DIGITAL MEDIA LIMITED the Transferee Company is dispensed with in view of the 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 all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The undertaking is accepted. (S. J. Kathawalla, J) 3