IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1432 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of VSNL Broadband Limited And In the matter of Scheme of Arrangement Of VSNL Broadband Limited With Tata Communication Limited VSNL Broadband Limited a company incorporated under the provisions of the Companies Act, 1956, having its registered office at Lokmanya Videsh Sanchar Bhavan, Kashinath Dhuru Marg, Opp Kirti College, Prabhadevi, Mumbai – 400 028 …….Applicant Company Called Summons for Directions Coram: A. M. Khanwilkar J. Date: 10th October 2008 Mr. Mehul Shah i/b ANS Law Associates for Applicant MINUTES OF THE ORDER Upon the application of the Applicant Company abovenamed by the Summons for direction and upon hearing Mr. Mehul J. Shah i/b ANS Law Associates Advocate for the Applicant Company, and upon reading the Affidavit of Mr. Satish Ranade, Director of the Applicant Company dated the 18th day of September 2008, and the Exhibits therein referred to (Exhibit E) being a copy of the proposed Scheme of Arrangement IT IS ORDERED THAT 1. The convening and holding the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification (s), the proposed Scheme of Arrangement between, VSNL Broadband Limited, the Applicant/Transferor Company and Tata Communication Limited, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits H1 to H7 to the Affidavit in Support of Summons for Direction. 2. The convening and holding the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification (s), the proposed Scheme of Arrangement between, VSNL Broadband Limited the Applicant Company and Tata Communication Limited the Transferee Company, is dispensed with in view of the consent given by the Sole Secured Creditor of the Applicant Company which are annexed as Exhibit “I” to the Affidavit in Support of Summons for Direction. 3. That a separate meeting of the Unsecured Creditors of the Applicant Company be convened and held at VSB, 3rd Floor, M. G. Road, Mumbai 400 001 on Monday, 17th day of November 2008 at 2.00 p.m., for the purpose of considering, and if thought fit, approving, with or without modifications, the Scheme of Arrangement proposed to be made between, VSNL Broadband Limited, the Applicant/Transferor Company and Tata Communication Limited, the Transferee Company. 4. That at least 21 clear days before the day appointed for the meeting, an advertisement convening the same and stating that copies of the said Scheme of Arrangement and of the statement required to be furnished pursuant to section 393 and forms of proxy can be obtained free of charge at the registered office of the Applicant Company or at the office of its Advocate, be inserted once in each of Free Press Journal (English) and Maharashtra Times (Marathi), both having circulation in Mumbai. 5. The publication of the notice in the Maharashtra Government Gazette of the proposed amalgamation and of the meetings of the unsecured creditors of the Applicant Company is dispensed with. 6. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the said 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 post under Certificate of posting addressed to each of the unsecured creditors at their respective registered or last known addresses. 7. 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 undertakes to: (a) issue Notice convening meeting of the unsecured creditors as per Form no. 36 (Rule 73); (b) issue Form of Proxy as per Form No. 37 (Rule 73). (c) advertise the Notice convening meeting as per Form No. 38 (Rule 74). (d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The said undertaking is accepted. 8. That Mr. Sandeep Mathur, Chairman of the Applicant Company, and failing him, Mr. Satish Ranade, Director, and failing him, Mr. Rajiv Dhar, Director of the Applicant Company, shall be the Chairman of the meeting to be held on Monday, the 17th November 2008 at the VSB, 3rd Floor, M. G. Road, Mumbai 400 001, as aforesaid. 9. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting (s) referred to above. He shall have all powers under the Articles of Associations of the Company (Court) Rules 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the Scheme/Resolution, if any, proposal at the meeting by any person (s). 10. That the Quorum for the meeting of the Unsecured Creditors shall be two unsecured creditors present in person or proxy or through authorized representative. 11. That voting by proxy/authorised representative of permitted, provided that a proxy/ authorised representative in the prescribed form authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the company at its registered office at VSNL Broadband Limited, Lokmanaya Videsh Sanchar Bhavan, Kashinath Dhuru Marg, Opp. Kirti College, Prabhadevi, Mumbai – 400 028, not later than 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 12. That the value of each of the unsecured creditor shall be in accordance with the books of the company and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meetings. 13 And it is further ordered that the Chairman do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 14. In view of the averments made in paragraphs 28 and 35 of the Affidavit in support of the Summons for Directions, the Applicant Company being the wholly owned Subsidary of the Transferee Company, the requirement of separate Application and Petition to be filed by the Transferee Company is dispensed with. Company Judge HIGH COURT, BOMBAY O.O.C.J. COMPANY APPLICATION NO. 1432 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956 And In the matter of VSNL Broadband Limited And In the matter of Scheme of Arrangement Of VSNL Broadband Limited With Tata Communication Limited VSNL Broadband Limited ….Applicant Company MINUTES OF ORDER Dated this 10th day of October 2008 ANS Law Associates Solicitors & Advocates, 41-A, Filmcenter, 4th floor 68, Tardeo Road, Mumbai - 400 034.