IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 527 OF 2010 IN COMPANY SUMMONS FOR DIRECTION NO. 552 OF 2010 In the matter of Sec. 391 of the Companies Act, 1956 AND In the matter of Secs. 391 to 394 of the Companies Act, 1956 AND In the matter of Digicable Network (India) Private Limited AND In the matter Scheme of Amalgamation of Central India Digital Network Private Limited; and Life Style Communications Private Limited; and Digi Multinational Network Private Limited; and Digi Ruby City Network Private Limited; and Digi Maharaja Network Private Limited; and Digi Raigadh Network Private Limited; and Digicable Central (India) Cable Network Private Limited; and Digi Corporate Services Private Limited; with Digicable Network (India) Private Limited and their respective shareholders and creditors. Digicable Network (India) Private Limited a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 7-B, Shah Industrial Estate, Off. Veera Desai Road, Andheri (West), Mumbai – 400 053 … Applicant 2 Called Summons for Direction Coram: S. J. Kathawalla, J Date: 15th October 2010 Mr. Hemant Sethi with Mr. Mrugank Shah i/b V Law Partners, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Company Application in Summons for Direction AND UPON HEARING Mr. Hemant Sethi and Mr. Mrugank Shah instructed by M/s. V Law Partners, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th October, 2010 of Mr. Sanjiv Desai, Authorised Signatory of the Applicant Company, in support of Company Application in Summons for Direction and the Exhibits referred to in Summons for Direction, IT IS ORDERED: 1. THAT the convening and holding of the meeting of the Unsecured Creditors of Digicable Network (India) Private Limited, the Applicant Company, whose value is less than Rs.100,000/- (Rupees One Lakh only) to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Central India Digital Network Private Limited, Life Style Communications Private Limited, Digi Multinational Network Private Limited, Digi Ruby City Network Private Limited, Digi Maharaja Network Private Limited, Digi Raigadh Network Private Limited, Digicable Central (India) Cable Network Private Limited and 3 Digi Corporate Service Private Limited (the “Transferor Companies”) with Digicable Network (India) Private Limited (the “Transferee Company”) and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 71 of the Affidavit in Support of the Summons for Direction. The Applicant Company undertakes to issue individual notice of hearing of the Petition by R.P.A.D. to all the said Unsecured Creditors. The undertaking is accepted. 2. That a meeting of the Unsecured Creditors of Digicable Network (India) Private Limited, the Applicant Company, whose value is above Rs.100,000/- (Rupees One Lakh only) shall be convened and held at Hotel Tunga Paradise Private Limited, Central Road, M.I.D.C., Andheri (East), Mumbai 400 093 on 13th November 2010 at 10:00 a.m. for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Central India Digital Network Private Limited, Life Style Communications Private Limited, Digi Multinational Network Private Limited, Digi Ruby City Network Private Limited, Digi Maharaja Network Private Limited, Digi Raigadh Network Private Limited, Digicable Central (India) Cable Network Private Limited and Digi Corporate Service Private Limited (the “Transferor Companies”) with Digicable Network (India) Private Limited (the “Transferee Company”) and their respective Shareholders and Creditors. 3. 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 4 and the prescribed form of Proxy shall be sent by Under Certificate of Posting, addressed to each of the Unsecured Creditor of the Applicant Company, at their respective registered or last known address. 4. That at least 21 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 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 V Law Partners, 207, Maine Chambers, 2nd floor, 43, New Marine Lines, Mumbai 400020, shall be inserted once each in Free Press Journal in English and Maharashtra Times in Marathi both having circulation in Mumbai. Publication thereof in Maharashtra Government Gazette is dispensed with. 5. 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 Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (c) issue Form of Proxy as per Form No. 37 (Rule 73). The undertaking is accepted. 6. That Mr. Milind Narvekar, Company Registrar of this Hon’ble Court and in his absence Mr. Yogesh Shah, Director of the Applicant Company and in his absence 5 Mr. Vijay Shah, Vice President – Legal & Company Secretary of the Applicant Company shall be the Chairman of the meeting of the Unsecured Creditors to be held on 13th November 2010 or at any adjournment or adjournments thereof. 7. 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 Amalgamations 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. 8. That the quorum for the said meeting shall be 5 unsecured creditors present in person or by proxy or through authorized representative. 9. That the voting by proxy / authorized representative is permitted provided that proxy in the prescribed form / authorization 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 7B, Shah Industrial Estate, Off. Veera Desai Road, Andheri (West), Mumbai 400053, not later than 48 hours before the said meeting as required under Rule 70 of the Companies (Court) Rules, 1959. 6 10. That the value of each creditor shall be in accordance with books of the Company, and, where the entries in the books are disputed, the Chairman shall determine the value for purpose of the meeting. 11. That the Chairman do report to this Court, the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his affidavit. 12. The Chairman’s costs is quantified at Rs. 3,000/-. The same shall include the cost of any other person or persons that the Chairman may appoint/engage to assist him as well as all other incidental expenses, if any, incurred by him. (S. J. Kathawalla, J.)