- 1 - 9.csd217.11 skt IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 217 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Section 391 to 394 of the Companies Act, 1956; And In the matter of Bennett, Coleman & Company Limited a company incorporated under the Indian Companies Act, 1913 having its registered office at The Times of India Building, Dr.D.N.Road, Mumbai 400 001. And In the matter of Scheme of Arrangement between Zoom Entertainment Network Limited and Bennett, Coleman & Company Limited and their respective shareholders and creditors. Bennett, Coleman & Company Limited, a company incorporated under the Indian Companies Act, 1913, having its registered office at The Times of India Building, Dr.D.N.Road, Mumbai- 400 001, Maharashtra. .....Applicant .......... - 2 - 9.csd217.11 CALLED SUMMONS FOR DIRECTION CORAM : S.J. VAZIFDAR, J. DATE : 1ST APRIL 2011. Ms.Sowmya Srikrishna i/by.Amarchand & Mangaldas & Suresh A.Shroff & Co., Advocates for the Applicant Company. MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by Summons for Directions and upon hearing Ms.Sowmya Srikrishna, Counsel instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company and upon reading the Affidavit dated 8th March 2011 of Padmakar M. Rao, the Company Secretary of the Applicant Company in support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED : (1) That the meeting of the Equity Shareholders of the Applicant Company for the purpose of considering and if though fit, approving with or without modification, the proposed Scheme of Arrangement between Zoom Entertainment Network Limited and Bennett, Coleman & Company Limited and their respective shareholders and creditors is dispensed with, in view of the consents given by all the Equity Shareholders which are annexed as Exhibits “H-1” to “H-12” to the Affidavit in Support of the Company Application and in view of the averments made in paragraph 14 of the said Affidavit. The Applicant undertakes to file the original consent letters of the Equity Shareholders - 3 - 9.csd217.11 being Exhibits “H-11” and “H-12” upon receipt from the said Equity Shareholders. The undertaking is accepted. (2) That the convening and holding the meeting of the Secured Creditors of the Applicant Company for the purpose of considering and if thought fit, approving with or without modification, the proposed Scheme of Arrangement between Zoom Entertainment Network Limited and Bennett, Coleman and Company Limited and their respective shareholders and creditors is dispensed with, in view of the consents given by 2 out of 6 Secured Creditors, which are annexed as Exhibits “J-1” and “J-2” to the Affidavit in Support of Summons for Direction and in view of the averments made in paragraph 15 of the Affidavit in Support of the Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to its remaining Secured Creditors. The undertaking is accepted. (3) Ms.Srikrishna further tender the consent of the remaining four Secured Creditors which are taken on record and marked ‘X-1’ to ‘X-4’. The same are not accompanied by the resolutions of the Secured Creditors. Ms.Srikrishna further states that fresh letters of consents pursuant to duly authorized resolutions in that behalf will be placed on affidavit before the hearing of the petition which is supposed to be filed. The statement is accepted. - 4 - 9.csd217.11 (4) That in view of the averments made in paragraph 16 of the Affidavit in Support of the Summons for Direction, the convening and holding the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and if though fit, with or without modification, the proposed Scheme of Arrangement between Zoom Entertainment Network Limited and Bennettt, Coleman & Company Limited and their respective shareholders and creditors is dispensed with. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors, the undertaking is accepted. -