1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 665 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement between Cinemax India Limited (“the Demerged Company”) AND Cinemax Exhibition India Limited (“the Resulting Company”) AND their Respective Shareholders and Creditors CINEMAX EXHIBITION INDIA LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 215 Atrium, 10th Floor, Opp. Divine High School, J.B. Nagar, Andheri Kurla Road, Andheri (East), Mumbai – 400 059. ) ) ) ) ) ) )……..Applicant Company Called Summons for Directions Coram: S.C.DHARMADHIKARI, J Date: 18th NOVEMBER, 2011 Mr. Gautam Ankhad, i/b. Hemant Sethi & Co., Advocates for the Petitioner MINUTES OF THE ORDER 2 UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 21st day of October, 2011 of Mr. Mayur Parekh, Vice President - Accounts & Finance of the Applicant Company, in support of Summons for Directions and the exhibits referred to therein, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Cinemax Exhibition India Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the Composite Scheme of Arrangement between Cinemax India Limited, the Demerged Company and Cinemax Exhibition India Limited, the Applicant/ Resulting Company‟ and their Respective Shareholders and Creditors is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company, which are annexed herewith as Exhibits „H1‟ to „H7‟ to the Affidavit in support for Company Summons for Direction. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph twelve of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed 3 Composite Scheme of Arrangement between Cinemax India Limited, the Demerged Company and Cinemax Exhibition India Limited, the Applicant/Resulting Company and their Respective Shareholders and Creditors is dispensed with in view of averment made in paragraph thirteen of the Affidavit, in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to its sole Unsecured Creditor. The Applicant Company also undertakes to publish the notices of hearing of the Petition in two local newspapers, viz., „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 4. That in view of the averments made in paragraph fourteen of the Affidavit in support of Company Summons for Direction stating that the reduction of the Share Capital shall be effected as an integral part of the Scheme and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that it also does not involve any compromise or arrangement with any creditors of the Applicant Company, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass a Special Resolution in the Extra Ordinary General Meeting of its Equity Shareholders u/s 100 of the Companies Act, 1956, before filing the Company Scheme Petition. A copy of the Special 4 Resolution shall be submitted at the time of filing of the petition of the Applicant Company. The said undertaking is accepted. (S.C. DHARMADHIKARI, J)