-1- IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 244 OF 2010 Corum: S. J. KATHAWALLA J Date: 9th April, 2010 Mr. Hemant Sethi i/b M/s Hemant Sethi & Co., for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above name by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Company, Advocates for the Applicant Company, AND UPON READING the affidavit dated 25th day of March 2010 of Ms. Neelam Vyas, Authorised Signatory of the Applicant Company in support of Summons for Direction, IT IS ORDERED THAT: 1. The convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Arrangement between The 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 The MobileStore Limited (“Demerged Company”) AND The MobileStore Services Private Limited (“Resulting Company”) AND their respective shareholders The MobileStore Services Private Limited, a company incorporated under Companies Act, 1956 and having its registered office at Essar House, 11, K. K. Marg, Mahalaxmi, Mumbai 400034. Called Summons for Direction ) ) ) ) ) …The Applicant Company -2- MobileStore Limited (‘the Demerged Company’) and The MobileStore Services Private Limited (‘the Applicant Company’) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘G-1’ to ‘G-6’ to the affidavit in support of the Company Summons for Directions. 2. The convening and holding of the meeting of the Preference Shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification, the proposed arrangement embodied in the Scheme of Arrangement between The MobileStore Limited ( ‘Demerged Company’) and The MobileStore Services Private Limited ( ‘the Applicant Company’/Resulting Company’) and their respective shareholders is dispensed with in view of the consents given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibits ‘H1’ to ‘H3’ to the affidavit in support of the Company Summons for Directions. 3. There are no Secured Creditors of the Applicant Company, as mentioned in the paragraph 21 of the Affidavit in support of Company Summon for Directions. Hence, the question of convening and holding the meeting of Secured Creditors dose not arise. 4. The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, to consider and if thought fit, approves with or without modifications, the proposed arrangement embodied in the Scheme of Arrangement between The MobileStore Limited (‘the Demerged Company’) and The MobileStore Services Private Limited (‘the Applicant Company’ Resulting Company’) is dispensed with in view of the averments made in paragraph 22 of the affidavit in support of the Summons for Directions; The Applicant Company undertakes to issue individual notices of hearing of the Petition to all its Unsecured creditors by R.P.A.D. and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi. The said undertaking is accepted. (S. J. KATHAWALLA J)