IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 147 OF 2010 In the matter of: The Companies Act, 1956 And In the matter of: Sections 391 to 394 of the Companies Act, 1956 And In the matter of: Yahoo India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 801, Nicholas Piramal Tower, Peninsula Corporate Park, G.K.Marg, Lower Parel, Mumbai-400013 Maharashtra And In the matter of: The Scheme of Amalgamation of Yahoo Internet Communications India Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at Sai Sadan, 1st floor, 68 Janmabhoomi Marg, Fort, Mumbai 400 001, Maharashtra (“Transferor Company”) with Yahoo India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 801, Nicholas Piramal Tower, Peninsula Corporate Park, G.K.Marg, Lower Parel, Mumbai-400013 Maharashtra (“Transferee Company”) and their respective members and creditors. Yahoo India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 801, Nicholas Piramal Tower, Peninsula Corporate Park, G.K.Marg, Lower Parel, Mumbai-400013 Maharashtra ) ) ) ) ) ) ) …. Applicant Company CALLED SUMMONS FOR DIRECTIONS Coram: - S.J. Kathawalla, J. Dated: - 26th February, 2010 Nandish Vyas with Sayantan Banerjee i/b AZB & Partners for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. Nandish Vyas instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day of January, 2010 of Mr. Jaspreet Singh Chandok, the Legal Counsel and Company Secretary of the Applicant Company, in support of Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Yahoo India Private Limited, the Applicant Company and Yahoo Internet Communications India Private Limited, the Transferor Company, is dispensed in view of the consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits K and K-1 to the Affidavit in Support of the Summons for Direction. 2. That convening and holding the meeting of Preference shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between Yahoo India Private Limited, the Applicant Company and Yahoo Internet Communications India Private Limited, the Transferor Company, is dispensed in view of the consents given by all the Preference Shareholders of the Applicant Company which are annexed as Exhibit L to the Affidavit in Support of the Summons for Direction. 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph no. 21 of the Affidavit in Support of the Summons for Direction. Hence the question of convening and holding meeting of Secured Creditors does not arise. 4. The convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme, is dispensed in view of the averments made in paragraph no. 22 of the Affidavit in Support of the Summons for Direction. The Applicant Company undertakes to issue individual notice of the date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors having an outstanding balance of Rs. 50,000 (Rupees Fifty thousand) and above and also to publish the same in one issue each of Free Press Journal in the English language and Maharashtra Times in the Marathi language. The undertaking is accepted. 5. Certified copy expedited. (S.J. Kathawalla, J.)