1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.439 OF 2009 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 Reliance Communications Limited (“RCOM” or “Demerged Company”) and Reliance Infratel Limited (“RITL” or “Resulting Company”) and their respective Shareholders and Creditors RELIANCE INFRATEL LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at ‘H’ Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710. ) ) ) ) ) ) ) ..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari J. Date: 23rd April, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant 2 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 13th day of April, 2009 of Mr. Hari Nair, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That a Meeting of the Equity Shareholders of Reliance Infratel Limited, the Applicant Company, be convened and held at Reliance Centre, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai – 400 001 on Saturday, the 23rd day of May, 2009 at 11.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement of Reliance Communications Limited, the Demerged Company and Reliance Infratel Limited, the Applicant / Resulting Company and their respective shareholders and creditors. 2) That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme of Arrangement and the statement required to be furnished 3 pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both having circulation in Mumbai. 3) That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4) That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to:- a) issue Notice convening meeting of the equity shareholders as per Form No.36 (Rule 73) 4 b) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; c) issue Form of Proxy as per Form No.37 (Rule 73) d) advertise the Notice convening meeting as per Form No.38 (Rule 74) The undertaking is accepted 5) That Justice M. H. Kania (Retired Chief Justice of India), and failing him, Mr. S.P. Talwar, Director of the Applicant Company, and failing him, Mr. Pravin N. Ghatalia, Director of the Applicant Company, shall be the Chairman of the aforesaid Meeting to be held at Reliance Centre, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai – 400 001 on the 23rd day of May, 2009 at 11.00 a.m. or any adjournment or adjournments thereof. 6) That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 7) That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders present in person. 8) That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/authorisation duly signed by the person entitled 5 to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at ‘H’ Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai – 400 710., Maharashtra, not later than, 48 hours before the aforesaid Meeting. 9) That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman shall determine the value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 10) That the Chairman to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11) There are no Secured Creditors of the Applicant Company as mentioned in paragraph 18 of the affidavit in support of the Summons for Directions, hence, the question of convening and holding of the meeting of Secured Creditors does not arise 12) That convening and holding the meeting of the Unsecured Creditors of Reliance Infratel Limited, the Applicant Company, to consider and, if thought 6 fit, approve, with or without modifications, the proposed Arrangement embodied in the Scheme of Arrangement is dispensed with in view of the averments made in paragraph 19 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to those Unsecured Creditors having an outstanding balance of Rs. 20,00,000 or more and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. Company Judge