1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 345 OF 2011 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 the Scheme of Amalgamation OF Tata Communications Internet Services Limited (‘‘the Transferor Company’) WITH Tata Communications Limited (‘the Transferee Company’) TATA COMMUNICATIONS INTERNET SERVICES LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Videsh Sanchar Bhawan, Mahatma Gandhi Road, Fort, Mumbai 400 001. ) ) ) ) ) ) )……..Applicant/Transferor Company CORAM: S.J. KATHAWALLA, J DATE: 10TH JUNE 2011 Mr. Virag Tulzapurkar, Sr. Counsel, with Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocate for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company 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 4th May, 2011 of Mr. K Ramesh, Company 2 Secretary of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Tata Communications Internet Services Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Tata Communications Internet Services Limited with Tata Communications Limited, the Transferee Company and their respective Shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G1” to G`10 to the Affidavit in support of the Company Summons for Direction. 2. That convening and holding the meeting of the Preference Shareholders of Tata Communications Internet Services Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Tata Communications Internet Services Limited with Tata Communications Limited, the Transferee 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 Exhibit “H” to the Affidavit in support of the Company Summons for Direction. 3. That there are no Secured Creditors in Tata Communications Internet Services Limited, the Applicant Company as stated in paragraph 18 of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3 4. That convening and holding the meeting of the Unsecured Creditors of Tata Communications Internet Services Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of of Tata Communications Internet Services Limited with Tata Communications Limited, the Transferee Company and their respective Shareholders is dispensed with in view of averments made in paragraph 19 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to issue individual notices of hearing of the Petition by R.P.A.D to all its Unsecured Creditors. The Applicant Company also undertakes to publish the same in one issue each of a daily newspaper viz the ‘Free Press Journal in English language and Maharashtra Times in Marathi language both having circulation at Mumbai. The said Undertaking is accepted. 5. That the filing of separate Company Summons for Direction and Company Scheme Petition in relation to the proposed scheme by Tata Communications Limited, the Transferee Company is dispensed with in view of the averments made in paragraph 20 to 23 of the Affidavit in support of the Company Summons for Direction. (S.J. KATHAWALLA, J )