- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.227 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956 read with Rules 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 I-Ven Interactive Limited, a Company incorporated under } the provisions of the Companies Act, 1956 and having its } Registered Office at Ground Floor, Stanrose House, } Appasaheb Marathe Marg, Prabhadevi, Mumbai – 400 025 } Maharashtra }…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 the convening and holding of the meeting of the members holding Equity Shares of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement between I-Ven Interactive Limited, the Applicant/Transferor Company and Infomedia18 Limited, the Transferee Company and their respective shareholders is dispensed with in view of consents given by all the Equity shareholders of the - 2 - Applicant Company as per their Original letters of consent annexed at Exhibit C1 & C2 to the affidavit dated 18th day of February 2009 of Mr. Joy David Kumkumath, Authorized Signatory of the Applicant Company in support of Summons for Direction. b) That the Convening and holding of the meeting of the Unsecured Creditors of the Applicant company for the purpose of considering, and if thought fit, approving, with or without modification, the Scheme of Arrangement between I- Ven Interactive Limited, the Applicant/Transferor Company and Infomedia18 Limited, the Transferee Company and their respective shareholders is dispensed with in view of averment made in paragraph twenty one of the affidavit dated 18th day of February 2009 of Mr. Joy David Kumkumath, Authorized Signatory of the Applicant Company in support of Summons for Direction. Applicant Company undertakes to give individual notices by RPAD to all its Unsecured Creditors of the date of hearing of Petition and also publish notices in two local newspapers. The Undertaking is accepted. c) There are no Secured Creditors in the Applicant Company as mention in paragraph twenty of the affidavit dated 18th day of February 2009 of Mr. Joy David Kumkumath, Authorized Signatory of the Applicant Company in support of Summons for Direction. Hence the question of convening and holding meeting of the Secured & Unsecured Creditors does not arise. Sd/- COMPANY JUDGE