1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 167 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Composite Scheme of Amalgamation and Arrangement between ETC Networks Limited (“ETC” or “the Transferor Company”) AND Zee Entertainment Enterprises Limited (“ZEEL” or “the Transferee Company” or “the Demerged Company”) AND Zee Learn Limited (“ZLL” or “the Resulting Company”) AND their respective Shareholders and Creditors ZEE LEARN LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Continental Building, 135, Dr. Annie Besant Road, Worli, Mumbai – 400 018. ) ) ) ) ) ) ……..Applicant Company Called Summons for Directions Coram: S. J. KATHAWALLA J. Date: 12th March, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant 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 6th day of March, 2010 of Mrs. Sheetal S Chitlange, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of Zee Learn Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Composite Scheme of Amalgamation and Arrangement between ETC Networks Limited, the Transferor Company and Zee Entertainment Enterprises Limited, the Transferee/ Demerged Company and Zee Learn Limited, the Resulting Company and their respective shareholders and creditors be dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1” to “H7” to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors in Zee Learn Limited, the Applicant Company, as mentioned in paragraph (21) of the Affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of Zee Learn Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Composite Scheme of Amalgamation and Arrangement between ETC Networks Limited („ETC‟ or „the Transferor Company‟) and Zee Entertainment Enterprises Limited („ZEEL‟ or „the Transferee Company‟ or „the Demerged Company‟) and Zee Learn Limited („ZLL‟ or „the Resulting Company‟) and their respective shareholders and creditors („the Scheme‟ or „this Scheme‟), be dispensed with in view of the consents given by the sole 3 Unsecured Creditor of the Applicant Company which is annexed as Exhibit “I” to the Affidavit in support of the Summons for Directions. (S.J. KATHAWALLA J)