The Indiagames Ltd v. 0

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 530 OF 2016 In the matter of Sections 391 to 394 and the other applicable provisions of the Companies Act, 1956 and Companies Act 2013;

And In the matter of the Composite Scheme of Amalgamation and Arrangement amongst The Walt Disney Company (India) Pvt Ltd; Indiagames Ltd. and UTV Software Communications Ltd.

The Indiagames Ltd., a company incorporated ) under the Companies Act 1956 ) having its registered office at 1st Floor, Building No. 14, ) Solitaire Corporate Park, Guru Hargovindji Marg, ) Chakala, Andheri (E), Mumbai 400 093, Maharashtra ) ...Applicant Called Company Summons for Direction for hearing Mr. Karl Tamboly i/b by J. Sagar Associates, Advocates for the Applicant. Coram: B. P. Colabawalla, J., Date: 1st July 2016 MINUTES OF THE ORDER

Upon the application of the Applicant abovenamed by a Summons for Direction and UPON HEARING Mr. Karl Tamboly instructed by M/s. J. Sagar Associates, Advocates for the Applicant and UPON READING the Affidavit dated 6th February 2014, of Puneet Juneja, the authorised signatory of the Applicant Company abovenamed, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1.

That the convening and holding the 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 Composite Scheme of Amalgamation and Arrangement amongst The Walt Disney Company (India) Pvt Ltd; Indiagames Ltd. (the Applicant) and UTV Software Communications Ltd., ("Scheme"), is dispensed with, in view of the consent letters given by all the seven equity shareholders of the Applicant Company which is annexed as Exhibits 'F-1' and 'F-5' to the Affidavit in support of the Company Summons for Direction. 2.

That there are no Secured Creditors of the Applicant Company as stated in paragraph 10 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3.

That the 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, is dispensed with in view of the averment made in paragraph 11 of the Affidavit in support interalia stating that the unsecured creditors of the Applicant will in no way be affected by the proposed Scheme as upon the Scheme becoming effective UTV Software Communications

Ltd., the Transferee Company, shall have adequate assets to meet and discharge the liabilities of the unsecured creditors of the Applicant and the fact that the Applicant does not contemplate any compromise or arrangement with the unsecured creditors and that the Applicant undertakes to issue individual notice of hearing of the Petition by RPAD to all its unsecured creditors and also to publish the same in two newspapers viz, 'Free Press Journal' in English language and translation thereof in Marathi in 'Navshakti' language, both having circulation in Mumbai. The undertaking is accepted.

(B. P. Colabawalla, J.) CERTIFICATE I certify that the order uploaded is a true and correct copy of the original signed order.

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