Whats On India Media Private Limited v. X Media Private Limited (‘the Transferee

Mr. Hemant Sethi, i/b. Hemant Sethi & Co., Advocates for the Applicant 2 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24th day of April, 2012 of Mr. Ajit Joshi, Authorised Signatory of the Applicant Company, in support of Company Summons for Directions and the exhibits referred to therein, IT IS ORDERED:

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 Whats On India Media Private Limited and 9X Media Private Limited and Respective Shareholders is dispensed with in view of consents given by 27 out of 28 Equity Shareholders of the Applicant Company which are annexed as Exhibits C1 to C27 to the Affidavit in support of Company Summons for Direction. Applicant Company undertakes to give individual notice by RPAD to its remaining one Equity Shareholder whose consent has not been obtained and also publish notices in Free Press Journal and Maharashtra Times both having Circulation in Mumbai. The said Undertaking is accepted.

That the convening and holding of the meeting of Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, 3 with or without modification(s), the proposed Scheme of Arrangement between Whats On India Media Private Limited and 9X Media Private Limited and Respective Shareholders is dispensed with in view of consents given by all the Preference Shareholders of the Applicant Company which are annexed as Exhibits D1 to D3 to the Affidavit in support of Company Summons for Direction.

That there are no Secured Creditors in the Applicant Company as stated in paragraph 14 of the Affidavit in support for Company Summons for Directions. Hence the question of convening and holding a meeting of Secured Creditors does not arise.

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 proposed Scheme of Arrangement between Whats On India Media Private Limited and 9X Media Private Limited and Respective Shareholders is dispensed with in view of averments made in paragraph 15 of the Affidavit in support of Company Summons for Directions. Applicant Company undertake to give individual notices of the hearing of petition by RPAD to all its Unsecured Creditors and also to publish the notice of hearing of Petition in one 4 issue each of two daily newspapers viz., ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said Undertaking is accepted. (S.J. Kathawalla, J)