IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.20 OF 2009 In the matter of the Companies Act 1 of 1956); AND In the matter of Sections 391 to 394 read with sections 100 to 104 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Filmcity Communication Technologies Limited with Filmcity Media Limited FILMCITY MEDIA LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Filmcity House 307, Raut Lane, near Iskcon Temple, Juhu, Mumbai.Maharashtra- 400049. ) ) ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J. Date: 9th January, 2009 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER 1 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 20th day of December, 2008 of Mr. Surendra Gupta, Managing Director of the Applicant Company, in support of the Summons for Directions, IT IS ORDERED:- 1. That a meeting of the Equity Shareholders of FILMCITY MEDIA LIMITED, “Applicant/ Transferee Company” be convened and held at Madonna’s Galleria, 19 Oshiwara Link Plaza, Ground Floor, Near Oshiwara Police Station, Mumbai- 400053, on Thursday, the 12th day of February, 2009 at 12.00 noon for the purpose of considering and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Amalgamation of FILMCITY COMMUNICATION TECHNOLOGIES LIMITED, the Transferor Company with FILMCITY MEDIA LIMITED, “the Applicant / Transferee Company” . 2. 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 Amalgamation of FILMCITY COMMUNICATION TECHNOLOGIES LIMITED, the Transferor Company with FILMCITY MEDIA LIMITED, “the 2 Applicant / Transferee Company” is dispensed with in view of the averments made in paragraph 15 of the affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of the hearing of the Petition by Registered Post A.D. to its sole Secured Creditor. The said undertaking is accepted. 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 Amalgamation of FILMCITY COMMUNICATION TECHNOLOGIES LIMITED, the Transferor Company with FILMCITY MEDIA LIMITED, “the Applicant / Transferee Company” is dispensed with in view of the averment 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 Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi. The said undertaking is accepted. 4. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the 3 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 M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. Publication of notice in the Maharashtra Government Gazette is dispensed with. 5. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meetings 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 post Under Certificate of Posting addressed to each of the Equity Shareholders at their respective registered or last known addresses. 6. 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 4 i. advertise the Notice convening meeting as per Form No.38 (Rule 74) ii. issue Notice convening meeting of the Equity Shareholders as per Form No.36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No.37 (Rule 73) The undertaking is accepted. 7. That Mr. Surendra Gupta, Managing Director of the Applicant Company, failing him, Ms. Ruchika Gupta, Whole Time Director of the Applicant Company is appointed as the Chairman for the above meeting to be held at Madonna’s Galleria, 19 Oshiwara Link Plaza, Ground Floor, Near Oshiwara Police Station, Mumbai- 400053 on Thursday, 12 th February, 2009 at 12.00 noon, or any adjournment or adjournments thereof. 8. The Chairman appointed for the meetings do issue the advertisement and send out the notices of the meeting referred to above. The Chairman shall have all powers under the Articles of 5 Association of the Applicant Company and under the Company (Court) Rules, 1959 in relation to conduct of the aforesaid respective meetings including for deciding procedural questions that may arise at the respective meetings or at any adjournment thereof or any other matter including amendment to the Scheme / Resolution, if any, proposed at the meeting by any person(s). 9. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 Equity Shareholders present in person. 10.That voting by proxy / authorised 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 Filmcity House 307, Raut Lane, near Iskcon Temple, Juhu, Mumbai.Maharashtra- 400049 not later than 48 hours before the aforesaid respective meetings, as per Rule 70 of the Company (Court) Rules, 1959. 11.That the value of the shares of each of the Equity Shareholders shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 12.That the Chairman appointed for the meeting do report to this Court the result of the said meeting within 30 days of the 6 conclusion of the respective meetings and the said report shall be verified by his affidavit. 13.In view of the averments made in paragraph 17 of the affidavit in support of the Summons for Direction, 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 the aforesaid Court convened meeting of the Equity Shareholders to be held on 12 th February, 2009 for cancellation of share capital under Sections 100 of the Companies Act, 1956. The said undertaking is accepted. COMPANY JUDGE 7