IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.370 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of ITNation Media Private Limited (‘the Transferor Company’) WITH UTV New Media Limited (‘the Transferee Company’) AND their respective shareholders ITNation Media Private Limited , a company incorporated under the Companies Act, 1956, having its registered office at Building No.11, 7th Floor, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (E), Mumbai- 400093. ) ) ) ) ……Applicant Company 2 Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 4th April, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 25th day of March, 2009 of Mr. Mohd. Sajid Ali, Director of the Applicant Company and additional affidavit dated 3rd day of April 2009 of Mrs. Angna Arora, Authorised Signatory of the Applicant Company in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of ITNation Media Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of ITNation Media Private Limited, ‘the Applicant / Transferor Company’ with UTV New Media Limited, ‘the Transferee Company’ and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the 3 Applicant Company, which are annexed as Exhibits ‘C1’ to ‘C5’ to the Affidavit, in support of the Summons for Directions and as Exhibits ‘C6’ and ‘C7’ to the Additional Affidavit . 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation of ITNation Media Private Limited with UTV New Media Limited and their respective shareholders, is dispensed with in view of the averments made in paragraph 17 of the Affidavit, in support of Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition to all its Unsecured Creditors by Registered Post Acknowledge Due (R.P.A.D) and also to publish the same in two local newspapers viz. Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. 4 Company Judge 5