Bennett, Coleman And Company Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 833 OF 2016 In the matter of the Companies Act, 1956 (1 of 1956);

AND In the matter of Sections 391 to 394 of the Companies Act, 1956;

AND In the matter of Scheme of Arrangement between Times Centre For Learning Limited ('Demerged Company'), Bennett, Coleman & Company Limited ('Resulting Company') and their respective shareholders Bennett, Coleman & Company limited,an existing company within the meaning and provisions of the } Companies Act, 2013 having its registered office at } The Times of India Building, } Dr. D. N. Road, Fort, } Mumbai - 400001, Maharashtra }...Applicant Company Called: Summons for Direction

Mr. Hemant Sethi i/b. Hemant Sethi & Co. Advocates for the Petitioner. Coram: A.K Menon, J Dated: 27th October 2016 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 18th Day of August, 2016 of Mr Sukamal Datta, authorized signatory of the Applicant Company, in support of Summons for Direction and the exhibits therein referred to, IT IS ORDERED THAT:

1. That the filing of Company Scheme Petition by Bennett, Coleman & Company Limited, Applicant/Transferee Company is dispensed with in view of the averments made in paragraphs 14 to 16 of the Affidavit in support of Company Summons for Direction, inter-alia stating that Times Centre For Learning Limited, the Transferor Company is a wholly owned subsidiary of the Applicant Company and the beneficial interest in all the shares of the Transferor Company are presently held by the Applicant Company and that the Scheme does not affect the rights and interests of the members (Equity shareholders) and Creditors of the Applicant Company and does not involve reorganization of the Share Capital of the Applicant Company.

2. It is further clarified that the Scheme shall come into operation only after its sanction by the Delhi High Court where the proceedings filed by the Transferor Company has been adopted.

(A.K. MENON , J.)

CERTIFICATE I certify that this Order uploaded is a true and correct copy of original signed order. Uploaded by: - Shankar Gawde, Stenographer