1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICITON COMPANY SUMMONS FOR DIRECTION NO.666 OF 2011 In the matter of Sections 391 & 394 of the Companies Act, 1956 read with Rules 67 to 87 of the Companies (Court) Rules, 1959 And In the matter of the Scheme of Arrangement Between Indian Express Holdings and Enterprises Limited And Indian Express Commercial Ventures & Projects Limited And Their respective shareholders Indian Express Holdings and Enterprises Limited, a Company } Incorporated under the provisions of the Companies } Act, 1956 having its registered office at Express Towers, } Nariman Point, Mumbai – 400 021 } …..Applicant Called Summons for Direction Coram: S. C. DHARMADHIKARI, J DATE: 18th NOVEMBER 2011 Mr. Gautam Ankhad, i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF ORDER UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Gautam Ankhad, instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 4th November 2011 of Mr. Vaidehi Thakar, Director of the Applicant Company, in support of 2 Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Indian Express Holdings and Enterprises Limited, the Applicant/ Demerged Company and Indian Express Commercial Ventures & Projects Limited, the Resulting Company is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” to C15” to the Affidavit in support of Company Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph twelve of the Affidavit in support of Company Summons of Direction, hence, the question of convening and holding the meetings of the Secured Creditors does not arise. 3. That the convening and holding of the meeting of Unsecured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Indian Express Holdings and Enterprises Limited, the Applicant / Transferor Company and Indian Express Commercial Ventures & Projects Limited, the Resulting Company is dispensed with in view of averments made in paragraph 13 of the Affidavit in support of Company Summons for Direction. The Applicant 3 Company undertakes to issue an individual notice of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of Petition in one issue each of two daily newspapers viz., „Indian Express‟ in English language and „Loksatta in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. C. DHARMADHIKARI, J)