1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 43 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Reliance Global IDC Limited (the Transferor Company) with Reliance Infratel Limited (the Transferee 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: 21st January, 2011 2 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 14th January, 2011 of Mr. Hari Nair, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the 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 Friday, 18th day of February, 2011 at 11 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 Amalgamation of Reliance Global IDC Limited, the Transferor Company with Reliance Infratel Limited, the Applicant / Transferee Company 3 and their respective shareholders and creditors (‘the Scheme’ or ‘this Scheme’). 2. That at least 21 clear days before the respective 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 and the statement required to be furnished 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 circulated at 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, 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 4 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: i. issue Notices convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted 5. That Mr. S.P. Talwar, Director, and failing him, R.N. Bhardwaj, Director, and failing him, Mr. V.K. Aggarwal, Director, shall be the Chairman of the aforesaid Meeting of the Equity 5 Shareholders to be held at Reliance Centre, 19, Walchand Hirachand Marg, Ballard Estate, Mumbai - 400 001 on Friday, 18th day of February, 2011 at 11 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 Members shall be five (5) members 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 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, not later than, 48 hours before the aforesaid Meeting, as per Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company 6 and where the entries in the books/ register are disputed, the Chairman of the meeting shall determine the value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 10. That the Chairman of the meeting to report to this Court, the results of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. That convening and holding the meeting of the Sole Preference Shareholder of the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Reliance Global IDC Limited, the Transferor Company with Reliance Infratel Limited, the Applicant / Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by the Sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit ‘K’ to the Affidavit in support of Summons for Direction. 7 12. That there are no Secured Creditors in Reliance Infratel Limited, the Applicant Company, as stated in paragraph 17 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 13. That 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(s), the proposed Scheme of Amalgamation of Reliance Global IDC Limited, the Transferor Company with Reliance Infratel Limited, the Applicant / Transferee 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 Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Unsecured Creditors having an outstanding balance of Rs. 5,00,000/- or more and also to publish the same in two local newspapers viz., Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. 8 14. That in view of the averments made in paragraph 19 of the Affidavit in support of the Summons for Direction stating that the reduction of the Securities Premium Account shall be effected as an integral part of the Scheme of Amalgamation and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the Extra Ordinary General Meeting of Members for utilization of balance in Securities Premium Account under Section 78 read with Sections 100-103 of the Companies Act, 1956 before filing the Company Petition for sanctioning the Scheme. The undertaking is accepted. (S. C. Dharmadhikari, J.)