1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 23 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 Scheme of Amalgamation of Asianet Radio Private Limited (“the Transferor Company”) with India Radio Ventures Private Limited (“the Transferee Company”) and their respective Shareholders. Asianet Radio Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at Jay Chambers, Service Road, Vile Parle (East), Mumbai – 400057. ) ) ) ) ) ) ) ……Applicant Company Called for Summons for Direction 2 Coram: S .J.Kathawalla, J. Date: 15th January, 2010 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named 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 18th day of December, 2009 and Additional Affidavit dated 8th day of January, 2010 of Ms. K. Madhavi, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That a meeting of the Equity Shareholders of Asianet Radio Private Limited, the Applicant Company / Transferor Company be convened and held at Jay Chambers, Service Road, Vile Parle (East), Mumbai – 400057 on Monday, the 16th day of 3 February, 2010 at 11:00 a.m, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Asianet Radio Private Limited with India Radio Ventures Private Limited and their respective Shareholders. 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 of Amalgamation 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. 4 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 of Amalgamation, 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. 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 be dispensed with. The Applicant Company undertakes to a) issue Notice convening meeting of the shareholders as per Form No. 36 (Rule 73) 5 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) That Mr. M.S Ram, Chartered Accountant and failing him, Ms. K Madhavi, Company Secretary shall be the Chairman of the aforesaid meeting to be held at Jay Chambers, Service Road, Vile Parle (East), Mumbai – 400057 on Monday, the 16th day of February, 2010 at 11:00 a.m or any adjournment or adjournments thereof. 6) That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. 6 7) That quorum for the aforesaid meeting of the Equity Shareholders shall be 2 (Two) Equity Shareholders 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 Jay Chambers, Service Road, Vile Parle (East), Mumbai – 400057, 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. 7 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. 11)That there are no Secured Creditors of Asianet Radio Private Limited, the Applicant Company / Transferor Company, as mentioned in paragraph 16 of the Affidavit of Ms. K Madhavi, Authorised Signatory of the Applicant Company dated 18th December, 2009 in support of the Summons for Directions and hence, the question of convening and holding the meeting of Secured Creditors does not arise. 12)That convening and holding of the meeting of the Unsecured Creditors of Asianet Radio Private Limited, the Applicant Company / Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Asianet Radio Private Limited with India Radio Ventures Private 8 Limited and their respective Shareholders be dispensed with in view of the averment made in paragraph 17 of the Affidavit of Ms. K Madhavi, Authorised Signatory of the Applicant Company dated 18th December, 2009 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. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. Publication in Maharashtra Government Gazette be dispensed with. The undertaking is accepted. ( S .J.Kathawalla, J. )