1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 664 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Composite Scheme of Arrangement between Cinemax India Limited (“the Demerged Company”) and Cinemax Exhibition India Limited (“the Resulting Company”) and their Respective Shareholders and Creditors CINEMAX INDIA LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 215 Atrium, 10th Floor, Opposite Divine School, J.B. Nagar, Andheri Kurla Road, Andheri (East), Mumbai – 400 059. ) ) ) ) ) ) )……..Applicant Company Called Summons for Directions Coram: S.C. DHARMADHIKARI, J Date: 18th NOVEMBER, 2011 Mr. Gautam Ankhad, i/b. Hemant Sethi & Co., Advocates for the Petitioner 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 21st day of October, 2011 of Mr. Jatin Shah, Company Secretary of the Applicant Company, 2 in support of Summons for Directions and the exhibits referred to therein, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of Cinemax India Limited, the Applicant Company, be convened and held at Cinemax Theatre, Eagle’s Flight, Behind Gurunanak Petrol Pump, Andheri Kurla Road, Andheri (East), Mumbai – 400093 on Wednesday, 4th day of January, 2012 at 10:30 A.M for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Composite Scheme of Arrangement between Cinemax India Limited, the Applicant/Demerged Company’ and Cinemax Exhibition India Limited, ‘the Resulting Company’ and their Respective Shareholders and Creditors. 2. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place, date and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 (‘the Act’) and the 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, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place, date and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 of the Act and the prescribed form of proxy, shall be sent by pre-paid letter posted by Courier or by Registered Post A/D addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 3 4. 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 Act to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) and iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 5. That Rasesh Kanakia, Chairman of the Applicant Company, and failing him, Jitendra Mehta, Group Chief Financial Officer of the Applicant Company, and failing him, Sunil Punjabi, Chief Executive Officer of the Applicant Company shall be the Chairman of the aforesaid Meeting to be held at Cinemax Theatre, Eagle’s Flight, Behind Gurunanak Petrol Pump, Andheri Kurla Road, Andheri (East), Mumbai – 400093 on Wednesday, 4th day of January, 2012 at 10:30 A.M. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting to issue the advertisement and send out the notices of the Meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) members of the Company present in person. 4 8. 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, not later than, 48 hours before the aforesaid meeting. 9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 10. That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. 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 Composite Scheme of Arrangement between Cinemax India Limited, the Applicant/Demerged Company and Cinemax Exhibition India Limited, the Resulting Company and their Respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph thirteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all the Secured Creditors and also undertakes to publish the notices of hearing of the Petition in two local newspapers, viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 12. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied 5 in the Composite Scheme of Arrangement between Cinemax India Limited, the Applicant/ Demerged Company and Cinemax Exhibition India Limited, the Resulting Company and their Respective Shareholders and Creditors is dispensed with in view of the averment made in paragraph fourteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to those Unsecured Creditors having an outstanding balance of Rs. 5,00,000/- (Rupees Five Lacs) or more. The Applicant Company also undertakes to publish the notice of hearing of the petition in two local newspapers, viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 13. That in view of the averment made in para 15 of the Affidavit, in support of Company Summons for Direction stating that the reduction of the Share Capital and Securities Premium Account shall be effected as a part of the Composite Scheme of Arrangement 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 pass the Special Resolutions in the Extra Ordinary General Meeting of Members of the Applicant Company for approving the said reduction of Share Capital and Securities Premium Account before filing the Company Petition for sanctioning the Scheme. The undertaking is accepted. (S.C. DHARMADHIKARI, J)