1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION 484 OF 2010 In the matter of the Companies Act, 1956; AND In the matter of sections 391 to 394 of the Companies Act, 1956; AND In the matter of the Scheme of Arrangement between Mid-Day Multimedia Limited (Transferor Company) and Jagran Prakashan Limited (Transferee Company) and their respective shareholders and creditors. Mid-Day Multimedia Limited, ) a company incorporated under the ) Companies Act, 1956 ) and having its registered office at ) Peninsula Centre, Dr S. S. Rao Road, ) Parel, Mumbai – 400012 ) ......Applicant Company Called Summons for Direction Coram: S. J. VAZIFDAR J Date: 9th JULY 2010 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER IT IS ORDERED THAT: UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant 2 Company, AND UPON READING the Affidavit dated 7th July, 2010 of Ms. Vidya Shembekar, Company Secretary of the Applicant Company, in support of Summons for Direction, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of the Applicant Company shall be convened and held at Kamalnayan Bajaj Hall, Bajaj Bhavan, Jamnalal Bajaj Marg, 226, Nariman Point, Mumbai – 400 021 on Wednesday, the 11th day of August 2010 at 3.30 PM for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Mid-Day Multimedia Limited, the Applicant/Transferor Company and Jagran Prakashan Limited, the Transferee Company and their respective shareholders and creditors. 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with copy of the Scheme of Arrangement, copy of Explanatory Statement as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their last known address. 3. That at least 21 days clear days before the meeting to be held as aforesaid, notices convening the said meeting indicating the day, the date and the place and time as aforesaid be published, stating that the copies of the Scheme 3 of Arrangement, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the registered office of the Applicant Company as aforesaid and/or at its Advocates office at 302 Satnam Building, 3A Sion West, Opp Axis Bank Mumbai 400022, one each in ‘Business Standard’ in English and ‘Maharashtra Times’ in Marathi both having circulation in Mumbai. Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That settling and approving of the form of advertisement, form of proxy, the form of notice and 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 Company undertakes to:- (a) advertise the Notice convening meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 4 5. That Mr. Khalid A.H. Ansari, Chairman of the Applicant Company and in his absence Mr. Tarique Ansari, Managing Director of the Applicant Company shall be the Chairman of the meeting of the equity shareholders to be held on 11th August 2010 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournments thereof or on any other matter including the amendment(s) to the Scheme of Arrangement or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of equity shareholders shall be 5 (five) shareholders of the Applicant Company present in person or by representative. 8. That the voting by proxy is permitted provided that proxy in the prescribed form and duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at Peninsula Centre, Dr S. S. Rao Road, 5 Parel, Mumbai – 400012 not later than 48 hours before the said meeting as required under Rule 70(2) of the Companies (Court) Rules, 1959. 9. That the number of the shares held by each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the register are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting and his decision in that behalf would be final. 10.That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s) the Scheme of Arrangement between Mid-Day Multimedia Limited, the Applicant/Transferor Company and Jagran Prakashan Limited, the Transferee Company is dispensed with in view of averments made in paragraph nineteen of the affidavit in support of Company Summons for Direction. Applicant Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors. The said undertaking is accepted. 11.There are no Secured Creditors in the Applicant Company as mentioned in paragraph twenty of affidavit in support of Company Summons for Direction. Hence the question of 6 convening and holding meeting of the Secured Creditors does not arise. 12.That the Chairman or the Company represented by its Company Secretary to file an affidavit not less than 7 days before the date fixed for the holding of the meeting or the holding of the first of the meetings, as the case may be, and do report to this Court that the directions regarding the issue of notices and the advertisement have been duly complied with. 14.That the Chairman do report to this Court, the result of the said meeting within 15 days of the conclusion of the meeting and the said Report shall be verified by an affidavit. (S.J. VAZIFDAR J)