IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 410 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394 read with Sections 100 to 104, of the Companies Act, 1956; And In the matter of Bennett Property Holdings Company Limited a company incorporated under the Companies Act, 1956 having its registered office at The Times of India Building, Dr. D.N. Road, Mumbai-400001; And In the matter of Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited. Bennett Property Holdings Company Limited, a company incorporated under the Companies Act, 1956, having its registered office at The Times of India Building, Dr. D.N. Road, Mumbai-400001. ) ) ) ) …Applicant 2 CALLED SUMMONS FOR DIRECTION Coram: S.J.Kathawalla, J. Date: 1st July, 2011 Mr. Virag Tulzapurkar Senior Advocate with Mr. Tapan Deshpande, Advocate i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by Summons for Directions and upon hearing Mr. Virag Tulzapurkar Senior Advocate instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company and upon reading the Affidavit dated 30th May, 2011 and Further Affidavit dated 23rd June, 2011, both of Mr. Sanjeev Shah, a Director, of the Applicant Company, in Support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED: (1) That the convening and holding meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited, is dispensed with, in view of the consents given by all the Equity Shareholders which are annexed as, Exhibits “H- 1” to “H-4” to the Affidavit dated 30th May 2011 in Support of the 3 Company Summons for Direction and Exhibits “A-1” to “A-3” to the Further Affidavit dated 23rd June 2011 in Support of the Company Summons for Direction. (2) There are no Secured Creditors of the Applicant Company as mentioned in paragraph 17 of the Affidavit in Support of the Company Summons for Direction hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited, does not arise. (3) That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Bennett, Coleman & Company Limited and Bennett Property Holdings Company Limited and their respective shareholders and creditors and reduction of capital of Bennett Property Holdings Company Limited, is dispensed with, in view of the consent given by its sole unsecured creditor which is annexed as Exhibit K to the Affidavit dated 30th May 2011 in Support of the Company Summons for Direction. (S. J. KATHAWALLA, J.)