1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.519 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with sections 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Reliance Communications Infrastructure Limited (“RCIL” or “Demerged Company”) and Reliance Telecom Limited (“RTL” or “Resulting Company”) and their respective Shareholders and Creditors RELIANCE COMMUNICATIONS INFRASTRUCTURE 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 MINUTES OF THE ORDER 2 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 16th 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 convening and holding of the meeting of the Equity Shareholders of Reliance Communications Infrastructure Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Reliance Communications Infrastructure Limited, the Applicant Company / Demerged Company and Reliance Telecom Limited, Resulting Company and their respective Shareholders and Creditors is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company which are annexed as ‘ Exhibits D1 to D7’ to the affidavit in support of the Summons for Directions. 2. That convening and holding of the meeting of the sole Preference Shareholder of Reliance Communications Infrastructure Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Reliance Communications Infrastructure Limited, 3 the Applicant Company / Demerged Company and Reliance Telecom Limited, Resulting Company and their respective Shareholders and Creditors is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company which is annexed as ‘ Exhibits E’ to the affidavit in support of the Summons for Directions. 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 17 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. 4. That convening and holding the meeting of the Unsecured Creditors of Reliance Communications Infrastructure Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Reliance Communications Infrastructure Limited, the Applicant Company / Demerged Company and Reliance Telecom Limited, Resulting 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 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.15 lacs or more and also to publish the same in two local newspapers i.e. Free Press Journal, in English and 4 Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. 5. In view of the averment made in paragraph 19 of the affidavit in support of the Summons for Directions, the procedure prescribed u/s 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in Extraordinary General Meeting for reduction of Securities Premium Account under section 78 read with section 100 of the Companies Act, 1956 before filing the petition. The said undertaking is accepted. Company Judge