IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 39 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Asianet TV Holdings Private Limited (“the First Transferor Company”) AND Jupiter Entertainment Ventures Private Limited (“the Second Transferor Company”) WITH Jupiter Capital Private Limited (“the Transferee Company”) AND their respective Shareholders Jupiter Entertainment Ventures Private Limited, a company incorporated under the Companies Act, 1956 having its registered office at 23, Dhunbad Building, Naushir Barucha Road, Next to Grant Road Post Office, Grant Road West, Mumbai 400 007 ) ) ) ) ) ) ) ) ) ) ) ……Applicant Company 1 Called for Summons for Direction Coram: S. J. Kathawalla J. Date: 22nd January, 2010 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 8th January, 2010 of Ms. K Madhavi, Authorised Signatory of the Applicant Company, in support of the Summons for Directions, Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Jupiter Entertainment Ventures Private Limited, the Applicant Company / the Second Transferor Company, to consider and, if thought fit, approve, with or 2 without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Asianet TV Holdings Private Limited and Jupiter Entertainment Ventures Private Limited with Jupiter Capital Private Limited and their respective Shareholders is dispensed with in view of the consent’s given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits H1 to H3 to the affidavit in support of the Summons for Directions. 2) That there are no Secured Creditors of Jupiter Entertainment Ventures Private Limited, the Applicant / the Second Transferor Company, as mentioned in paragraph 21 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) That convening and holding the meeting of the Unsecured Creditors of Jupiter Entertainment Ventures Private Limited, the Applicant / the Second Transferor Company, to consider 3 and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Asianet TV Holdings Private Limited and Jupiter Entertainment Ventures Private Limited with Jupiter Capital Private Limited and their respective Shareholders is dispensed with in view of the averments made in paragraph 22 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice’s of the hearing of the 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 both circulated in Mumbai.The undertaking is accepted. ( S. J. Kathawalla, J.) 4