IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1381 OF 2008 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of V2 Media Private Limited AND In the matter of SCHEME OF AMALGAMATION BETWEEN V2 MEDIA PRIVATE LIMITED (V2M) .. Transferor Company AND VALUABLE TECHNOLOGIES PRIVATE LIMITED (VTPL) …Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of V2 MEDIA PRIVATE LIMITED in VALUABLE TECHNOLGIES PRIVATE LIMITED V2 MEDIA PRIVATE LIMITED A company incorporated under the provisions of The Companies Act, 1956 and having it’s registered address at 602, Centre Point, J. B. Nagar, Andheri – Kurla Road, Andheri (East), Mumbai – 400059. ..Applicant / Transferor Company Called for Summons for Direction Ms. Agnes Baradia i/b M/s. Thakore Jariwala & Associates, Advocates for the Applicant Coram: S. A. Bobde J. Date : 26 th September 2008 MINUTES OF THE ORDER IT IS ORDERED THAT: 1. The convening and holding of the Meeting of the Equity Shareholders, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of V2 Media Private Limited, the Applicant / Transferor Company with Valuable Technologies Private Limited, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D-1’ to ‘D-11’ to the Affidavit dated 15 th September 2008 of Mr. Prafulla Vaidya, the CEO of the Applicant Company filed in Support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph No.35 of the Affidavit dated 15th 2 September 2008 of Mr. Prafulla Vaidya, the CEO of the Applicant Company filed in support of Summons for Direction, hence the question of convening and holding the meeting of Secured Creditors does not arise. 3. The convening and holding the Meeting of the Unsecured Creditors, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of V2 Media Private Limited with Valuable Technologies Private Limited is dispensed with in view of the consents as given by all the Unsecured Creditors of the Applicant Company representing 100% in value of the total unsecured creditors, which are annexed as Exhibits ‘E-1’ to ‘E-5’ to the Affidavit dated 15th September 2008 of Mr. Prafulla Vaidya, the CEO of the Applicant Company filed in Support of the Summons for directions. Company Judge 3