IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 218 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of Times Global Broadcasting Company Limited a company incorporated under the Companies Act, 1956 having its registered office at Trade House, 1st Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013; And In the matter of Scheme of Arrangement between Times Global Broadcasting Company Limited and Bennett, Coleman & Company Limited and their respective shareholders and creditors. Times Global Broadcasting Company Limited, a company incorporated under the Companies Act, 1956 having its registered office at Trade House, 1st Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013. ) ) ) ) ) …Applicant CALLED SUMMONS FOR DIRECTION Coram: S.J.Vazifdar, J. Date: 1st April, 2011 Ms. Sowmya Srikrishna i/b Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by Summons for Direction and upon hearing Counsel, Ms. Sowmya Srikrishna, instructed by 2 Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company and upon reading the Affidavit dated 8th March 2011, of Ms. Jyothi Suresh Kumar, Deputy General Manager (Legal) & Company Secretary, of the Applicant Company, in Support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED: (1) That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Times Global Broadcasting Company Limited and Bennett, Coleman & Company Limited and their respective shareholders and creditors is dispensed with, in view of the letters of consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “H-1” to “H-8” to the Affidavit in Support of the Summons for Direction. (2) That convening and holding the meeting of the Preference Shareholder of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Times Global Broadcasting Company Limited and Bennett, Coleman & Company Limited and their respective shareholders and creditors is dispensed with, in view of the letter of consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit-“J” to the Affidavit in Support of the Summons for Direction. 3 (3) There are no secured creditors as stated in paragraph 16 of the Affidavit in Support of the Summons for Direction hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Times Global Broadcasting Company Limited and Bennett, Coleman & Company Limited and their respective shareholders and creditors, does not arise. (4) That in view of the averments made in paragraph 17 of the Affidavit in Support of the Summons for Direction, 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, the proposed Scheme of Arrangement between Times Global Broadcasting Company Limited and Bennett, Coleman & Company Limited and their respective shareholders and creditors, is dispensed with. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to all its Unsecured Creditors. The undertaking is accepted. (S. J. VAZIFDAR, J.)