1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 411 OF 2010 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 104 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between INX Media Private Limited (‘INX or ‘the Transferor Company’) And Zee Entertainment Enterprises Limited (‘ZEEL’ or ‘the Transferee Company’) And their respective shareholders INX MEDIA PRIVATE LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at Urmi Corporate Park, 1st Floor, Solaris D, Opposite L&T Gate No.6, Saki Vihar Road, Powai, Mumbai 400 072, Maharashtra. ) ) ) ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. J. Vazifdar J. Date: 25th June, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & 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. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 16th day of June, 2010 of 2 Mr. Bhupendra Makhi, Vice President Finance of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of INX Media Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between INX Media Private Limited, the Transferor Company and Zee Entertainment Enterprises Limited, the Transferee Company and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘C1’ to ‘C7’ to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditors in INX Media Private Limited, the Applicant Company, as mentioned in paragraph (16) 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 the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement is dispensed with in view of the averment made in paragraph (17) of the affidavit dated 16th day of June, 2010, in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all those Unsecured Creditors having an outstanding balance of Rs. 1,00,000/- or more. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 3 4. That in view of the averment made in paragraph (18) of the Affidavit dated this 16th day of June, 2010 of Mr. Bhupendra Makhi, Vice President Finance of the Applicant Company, in support of the Summons for Direction stating that the reduction of the Securities Premium Account shall be effected as a part of the Scheme of Arrangement between INX Media Private Limited, the Transferor Company and Zee Entertainment Enterprises Limited, the Transferee Company and their respective shareholders and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to file the Special Resolution to be passed in the Extra Ordinary General Meeting of Members of the Company for reduction of Securities Premium Account under section 78 read with section 100 to 104 of the Companies Act, 1956 along with the Company Petition for sanctioning the Scheme. The said undertaking is accepted. (S. J. VAZIFDAR J.)