IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.866 OF 2009 In the matter of the Companies Act 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Buddha Films Limited (the Demerged Company) and Pan India Network Limited (the Resulting Company) and their respective shareholders and Creditors PAN INDIA NETWORK LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 135, Continental Building, Dr. Annie Besant Road, Worli, Mumbai – 400 018. ) ) ) ) ) …Applicant Company. 1 Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 21st August, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 13th day of August, 2009 of Mr. A. Subramanian, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between BUDDHA FILMS LIMITED, the Demerged Company and PAN INDIA NETWORK LIMITED, the Applicant / Resulting Company is dispensed with in view of the consents 2 given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” to “G-12” to the affidavit in support of the Summons for Direction. 2. That the convening and holding the meeting of the Preference Shareholder of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between BUDDHA FILMS LIMITED, the Demerged Company and PAN INDIA NETWORK LIMITED, the Applicant / Resulting Company is dispensed with in view of the consents given by the all Preference Shareholders of the Applicant Company, which are annexed as Exhibits “H-1” to “H-2” to the affidavit in support of the Summons for Direction 3. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between BUDDHA FILMS LIMITED, the Demerged Company and PAN INDIA NETWORK LIMITED, the Applicant / Resulting Company is dispensed with in view of the averment 3 made in paragraph 16 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Secured Creditors. The said undertaking is accepted. 4. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between BUDDHA FILMS LIMITED, the Demerged Company and PAN INDIA NETWORK LIMITED, the Applicant / Resulting Company is dispensed with in view of the averment made in paragraph 17 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its all Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. COMPANY JUDGE 4