IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.19 OF 2009 In the matter of the Companies Act 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 Filmcity Communication Technologies Limited with Filmcity Media Limited FILMCITY COMMUNICATION TECHNOLOGIES LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at A-9, Shree Siddivinayak Plaza, 3rd Floor Plot No. B-31, Off Link Road, Oshiwara Andheri (West), Mumbai, Maharashtra- 400053. ) ) ) ) ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 9th January, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER 1 UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 20th day of December, 2008 of Mr. Surendra Gupta, Managing Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of FILMCITY COMMUNICATION TECHNOLOGIES LIMITED, “the Applicant / Transferor Company” with FILMCITY MEDIA 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 “B-1” to “B-9” to the affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Secured Creditor of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of FILMCITY COMMUNICATION TECHNOLOGIES LIMITED, “the Applicant / Transferor Company” with FILMCITY MEDIA LIMITED, the Transferee 2 Company is dispensed with in view of the averment made in paragraph 15 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of the hearing of the Petition by Registered Post A.D. to its sole Secured Creditor. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of FILMCITY COMMUNICATION TECHNOLOGIES LIMITED, “the Applicant / Transferor Company” with FILMCITY MEDIA LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “C-1” to “C-5” to the affidavit in support of the Summons for Direction. COMPANY JUDGE 3