1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME FOR DIRECTION NO.1 OF 2010 IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 78,100 & 101, 391 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF INDUSIND MEDIA & COMMUNICATIONS LIMITED AND IN THE MATTER OF SCHEME OF ARRANGEMENT BETWEEN INDUSIND MEDIA & COMMUNICATIONS LIMITED WITH SHOP24SEVEN INDIA LIMITED INDUSIND MEDIA & COMMUNICATIONS ) LIMITED, a Company incorporated under the ) Companies Act, 1956 having its Registered Office) at 315-G, New Charni Road, Hinduja College ) Compound, Mumbai 400 004 ) APPLICANT 2 -2- Called Summons For Direction Coram: S.J.KATHAWALLA J. Date : 8TH JANUARY, 2010 Mr.Nimish G. Pandya i/b Pandya & Co for Applicant MINUTES OF ORDER Upon the Application of the Applicant Company i.e. INDUSIND MEDIA & COMMUNICATIONS LIMITED abovenamed,by the Summons for Direction AND UPON HEARING MR NIMISH G. PANDYA i/b PANDYA & CO , Advocate for the Applicant Company AND UPON READING the affidavit dated 22ND December, 2009 of Shri Bijay Kumar, Company Secretary of the Applicant Company in support of the Summons For Direction and the Exhibits thereto referred to , IT IS ORDERED : 1. That convening and holding the meeting of the Equity Shareholders of the Applicant company i.e. INDUSIND MEDIA & COMMUNICATIONS LIMITED for the purpose of considering if thought fit and approving, with or without modification ,the Scheme of Arrangement of INDUSIND MEDIA & COMMUNICATIONS LIMITED (Transferor Company/Applicant Company) 3 -3- WITH SHOP24SEVEN INDIA LIMITED (Transferee Company) is dispensed with in view of the consents in writing given by 6 out of 7 Equity Shareholders, 85.71% in number and 97.74% in value , which are annexed as Exhibits “G-1 TO G-6” to the affidavit in support of the Summons For Direction. Individual notice to the Equity shareholder holding 2.26% shall be given of the hearing of petition. 2. That convening and holding the meeting of the Preference Shareholders of the Applicant company i.e. INDUSIND MEDIA & COMMUNICATIONS LIMITED for the purpose of considering if thought fit and approving, with or without modification ,the Scheme of Arrangement of INDUSIND MEDIA & COMMUNICATIONS LIMITED (Transferor Company/Applicant Company) WITH SHOP24SEVEN INDIA LIMITED (Transferee Company), is dispensed with in view of the consents in writing given by both Preference Shareholders, which are annexed as Exhibits “H-1 and H-2” to the affidavit in support of the Summons For Direction. 4 -4- 3. There are no Secured Creditors in INDUSIND MEDIA & COMMUNICATIONS LIMITED , the Applicant Company as mentioned in Paragraph No.30 of the Affidavit in Support of Summons For Direction.Hence the question of convening and holding the meeting of Secured Creditors does not arise . 4. That the meeting of the Unsecured and Sundry Creditors of the applicant company, shall be convened and held at IN Centre, 12th Road, 49/50, M.I.D.C., Andheri East, Mumbai 400 093 in the State of Maharashtra , on Saturday, 6th day of February, 2010 at 10.00 a.m. or soon thereafter, for the purpose of considering and if thought fit, approving with or without modifications, the arrangement embodied in the Scheme of Arrangement of INDUSIND MEDIA & COMMUNICATIONS LIMITED (Transferor Company/Applicant Company) WITH SHOP24SEVEN INDIA LIMITED (Transferee Company). 5 -5- 5. That at least 21 clear days before the day appointed for the meeting, an advertisement of notice convening the same and stating that copies of the scheme of arrangement, Notice and the Explanatory statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and prescribed forms of proxy can be obtained free of charge at the Registered office of the Applicant Company or at the office of its Advocates be published once in each of the following newspapers i.e.(1) Free Press Journal in English Language, and (2) Maharashtra Times in Marathi language, and the publication of the notice in the Maharashtra Government Gazette is dispensed with. 6. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid together with a copy of the said Scheme of Arrangement, a copy of the Explanatory statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy, shall be sent by prepaid letter post under Certificate of Posting addressed to each of the Unsecured and Sundry Creditors of the Applicant Company at their respective registered or last known addresses. 6 -6- 7. That the settling and approving of the form of advertisement, 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 undertakes to a) issue Notice convening meeting of the unsecured and sundry creditors as per Form No. 36 ( Rule 73) b) issue Form of proxy form as per Form No. 37 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 . 8. That Shri Sanjeev Ahuja, General Manager and failing him Shri Milind Hukeri , Associate President and failing him Shri Bijay Kumar , Company Secretary of the Applicant Company shall be the Chairman of the meeting to be held of the Unsecured & Sundry Creditors at 10.00 a.m. on Saturday ,6th February, 2010 or any adjournment thereof . 7 -7- 9. That the Chairman appointed for the meeting do issue the advertisement and send out the notice of the aforesaid meeting referred to above. The Chairman is free to avail the service of the applicant or any agency for carrying out the said directions. It is further decided that the Chairman of the meeting shall have all the powers under the Articles of Association of the Applicant and under the Companies ( Court) Rules , 1959 in relation to the conduct of the meeting including any amendment to the Scheme or resolution , if any, proposed at the meeting by any person(s) and to ascertain the decision of the meeting on a poll. 10. That the quoram for the meeting of Unsecured and Sundry Creditors shall be 10 Unsecured and Sundry Creditors present either in person or by proxy or by representation 11. That voting by proxy/authorized representative be permitted, provided that a proxy in the prescribed form /authorization duly signed by the person entitled to attend and vote at the meeting is filed with the Company at its registered office at 315, New Charni Road, Hinduja College Compound, Mumbai 400 004 not later than 48 hours before the meeting , as per Rule 70 of the Companies ( Court ) Rules, 1959 . 8 12. That the number or value of the vote of each creditor shall be in accordance with the records or registers of the Applicant Company and where the entries in the records/registers are disputed, the Chairman shall determine the number or value for the purposes of the meeting. 13. And it is further ordered that the Chairman do report to this Court, the result of the said meeting within 14 days of the conclusion of the meeting and the said report shall be verified by his affidavit. 14. Certified Copy of the Order is expedited. (S.J.KATHAWALLA ,J)