Sony Pictures Networks India Pvt Ltd v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 345 OF 2016 In the matter of the Companies Act, 1956 or any re-enactment thereof;

And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956 or any re-enactment thereof;

And In the matter of Sony Pictures Networks India Private Limited [CIN:

U92100MH1995PTC111487], a company incorporated under the Companies Act, 1956 having its registered office at 4th Floor, Interface Building No. 7, Malad Link Road, Malad (West), Mumbai - 400064;

And In the matter of Scheme of Amalgamation between MSM Discovery Private Limited and Sony Pictures Networks India Private Limited and their respective shareholders and creditors.

Sony Pictures Networks India Private Limited ) ) [CIN:

U92100MH1995PTC111487], a company incorporated under the Companies ) Act, 1956 having its registered office at 4th ) ) Floor, Interface Building No. 7, Malad Link Road, Malad (West), Mumbai - 400064;

) ...Applicant Company Called Summons for Direction Mr. Tapan Deshpande, Advocate i/b. Cyril Amarchand Mangaldas, Advocates for Applicant Company.

Coram: S.C. Gupte, J.

Date: 29th April, 2016 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by the Company Summons for Direction AND UPON HEARING Mr. Tapan Deshpande, Advocate of Cyril Amarchand Mangaldas, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 18th day of March, 2016 of Mr. Rajkumar Bidawatka, the Company Secretary and Compliance Officer of the Applicant Company, in support of the Company Summons for Direction along with the Exhibits therein referred to, IT IS ORDERED THAT:

1.

The convening and holding of the meeting of the equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation between

MSM Discovery Private Limited (the "Transferor Company") and the Applicant Company and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of the Company Summons for Direction, inter alia stating that the Transferor Company is a wholly owned subsidiary of the Applicant Company and that the present Scheme does not affect rights of the members of the Applicant Company and does not involve a reorganization of the share capital.

2.

The convening and holding of the meeting of the secured creditors and unsecured creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation between MSM Discovery Private Limited (the "Transferor Company") and the Applicant Company and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 19 of the Affidavit in support of the Company Summons for Direction, inter alia stating that the aggregate assets of the Applicant Company and the Transferor Company are more than sufficient to meet all their respective external liabilities and that the Scheme will not adversely affect the rights and interest of any of the creditors of any Company in any manner whatsoever.

3.

In view of the averments made in paragraph 20 of the Affidavit in support of the Company Summons for Direction above and in view of observations of this Court in Mahaamba Investments Limited vs. IDI Limited [(2001) 105 Company Cases 16 Bombay] as well as other similar matters and the observations of various other Hon'ble High Courts in other similar cases, filing of Company Scheme Petition and issuance of notice to the Regional Director, Registrar of Companies and Income Tax Authorities, by the Applicant Company, is dispensed with.

( S.C. Gupte, J.) CERTIFICATE I certify that the order uploaded is a true and correct copy of original signed order.

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