IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.875 OF 2009 In the matter of: The Companies Act, 1956; AND In the matter of: Sections 391 to 394 of the Companies Act, 1956; AND In the matter of: STAR India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Star House, Off. Dr. E. Moses Road, Mahalakshmi, Mumbai 400 011; AND In the matter of: The Scheme of Amalgamation of STAR Television Entertainment Limited, a company incorporated under the laws of British Virgin Islands (“BVI”) and having its registered office at Walkers Chambers, 171 Main Street, P.O. Box, 92, Road Town, Tortola, British Virgin Islands (“Transferor Company No. 1”); STAR Asian Movies Limited, a company incorporated under the laws of BVI and having its registered office at Walkers Chambers, 171 Main Street, P.O. Box, 92, Road Town, Tortola, British Virgin Islands (“Transferor Company No. 2”); STAR Asia Region FZ LLC, a company incorporated under the laws of United Arab Emirates (“UAE”) and having its registered office at Villa No. 9, Boutique Offices, P.O. Box No. 502197, Dubai 1 Media City, Dubai, UAE (“Transferor Company No. 3”); Gold Movies Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 4th Floor, Masterpiece, Marol Naka, Andheri Kurla Road, Andheri(East), Mumbai-400059 (“Transferor Company No. 4”); One Entertainment Network Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 4th Floor, Masterpiece, Marol Naka, Andheri Kurla Road, Andheri (East), Mumbai-400059 (“Transferor Company No. 5”); STAR International Networks Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Star House, Off Dr. E. Moses Road, Mahalaxmi, Mumbai-400011 (“Transferor Company No. 6”); V Music and Interactive Channels India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 4th Floor, Masterpiece, Marol Naka, Andheri Kurla Road, Andheri (East), Mumbai-400059 (“Transferor Company No. 7”); and STAR India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Star House, Off. Dr. E. Moses Road, Mahalakshmi, Mumbai 400 011 (“Applicant Company” or “Transferee Company”) and their respective shareholders. STAR India Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at Star House, Off. Dr. E. Moses Road, Mahalakshmi, Mumbai 400 011. ) ) ) ) …Applicant Company 2 CALLED SUMMONS FOR DIRECTIONS Coram:- S. J. Kathawalla, J. Dated:- 28th August, 2009 Sanjay Jain with Kunal Mehra i/b AZB & Partners for the Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by the Summons for Direction AND UPON HEARING Mr. Sanjay Jain instructed by AZB & PARTNERS, Advocates for the Applicant Company, AND UPON READING the Affidavit dated July 31, 2009 of Ms. Ujwala Wakhle, the Company Secretary and Authorised Signatory of the Applicant Company, in Support of Summons for Directions along with the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation between STAR India Private Limited, the Applicant Company; STAR Television Entertainment Limited, Transferor Company No.1; STAR Asian Movies Limited, Transferor Company No.2; STAR Asia Region FZ LLC, Transferor Company No.3; Gold Movies Private Limited, Transferor Company No.4; One Entertainment Network Private Limited, Transferor Company No.5; STAR International Networks Private Limited, Transferor Company No.6 and V Music & Interactive Channels India Private Limited, Transferor Company No.7 (hereinafter referred to as the “Scheme”), is dispensed in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “AA-1 to AA-3” to the Affidavit in Support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph no. 63 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. The convening and holding the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme, is dispensed in view of the averments 3 made in paragraph no.64 of the Affidavit in Support of the Summons for Directions. The Applicant Company undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. to its Unsecured Creditors having an outstanding balance of Rs.50,000 (Rupees fifty thousand only) or more and also to publish the same in one issue each of Free Press Journal in the English language and Maharashtra Times in the Marathi language having circulation in Mumbai. The undertaking is accepted. 4. Certified copy expedited. Company Judge 4