IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1671 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Adlabs Films Limited (‘the Demerged Company’) and Reliance Unicom Limited (‘the Resulting Company’ ) and their respective shareholders and creditors ADLABS FILMS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Film City Complex, Goregaon (East), Mumbai 400 065 ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar J. Date: 19 th day of December, 2008 1 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12 th day of December, 2008 of Ms. Kirti Desai, Authorised Signatory of the Applicant company, in support of Summons for Directions, IT IS ORDERED: 1. That the meeting of the Equity Shareholders of Adlabs Films Limited, the Applicant Company be convened and held at Rangsharda Natyamandir, Bandra Reclamation, Bandra (West), Mumbai - 400 050, on 22nd day of January of 2009 at 11 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Adlabs Films Limited the Applicant / Demerged Company and Reliance Unicom Limited, the Resulting Company and their respective shareholders and creditors. 2 2. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in Free Press Journal, in English and Maharashtra Times in Marathi, both circulated at Mumbai. Publication in Maharashtra Government Gazette is dispensed. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 3 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to a) issue Notice convening meeting of the shareholders as per Form No.36 (Rule 73) b) issue Form of Proxy as per Form No.37 (Rule 73) c) advertise the Notice convening meeting as per Form No.38 (Rule 74) d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted 5. Justice M. H. Kania (Retired Chief Justice of India), failing him, Mr. Gautam Doshi, Director of the Applicant Company, and failing him, Mr. D. J. Kakalia, Director of the Applicant Company, shall be the Chairman of the aforesaid meeting to be held at Rangsharda Natyamandir, Bandra Reclamation, Bandra (West), Mumbai – 400 050 on 22 nd day of January 2009 at 11 a.m. or any adjournment or adjournments thereof. 4 6. That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (Five) members present in person. 8. That voting by proxy/ authorized representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Film City Complex, Goregaon (East), Mumbai – 400065, Maharashtra, not later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 10.That the Chairman do report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 5 11. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Adlabs Films Limited, the Applicant / Demerged Company and Reliance Unicom Limited, the Resulting Company and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 18 of the affidavit dated 12th day of December, 2008 of Ms. Kirti Desai, Authorised Signatory in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. 12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Adlabs Films Limited, the Applicant / Demerged Company and Reliance Unicom Limited, the Resulting Company and their respective shareholders and 6 creditors, is dispensed with in view of the averments made in paragraph 19 of the affidavit dated 12th day of December, 2008 of Ms. Kirti Desai Authorised Signatory in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. 13. In view of the averment made in paragraph 20 of the affidavit dated 12 th December, 2008 of Ms. Kirti Desai, Authorised Signatory , in support of the Summons for Directions, the procedure prescribed u/s 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in Extraordinary General Meeting for reduction of Securities Premium Account under section 78 read with section 100 of the Companies Act, 1956 before filing the petition. The said undertaking is accepted. Company Judge 7 8