IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO.33 OF 2011 In the matter of Sections 391 to 394 read with Section 100 to 104 of the Companies Act, 1956; And In the matter of Kroner Investments Limited; And In the matter of the Scheme of Arrangement between Kroner Investments Limited and Essar Teleholdings Limited and their respective shareholders and creditors. Kroner Investments Limited, a company ) incorporated under the Companies Act, 1956 ) and having its Registered Office at Essar ) House, 11, K.K. Marg, Mahalaxmi, ) Mumbai - 400034 ) …Applicant/ Demerged Company Called for Summons for Directions Coram: S.C. Dharmadhikari, J. Dated: 14th January, 2011 Mrs. Cynthia Pereira i/b Rajani Associates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mrs. Cynthia Pereira instructed by Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 7th day of January, 2011 of Mr. Ashish Vyas, the Authorised Signatory of the Applicant, in support of the Summons for Directions and the Exhibits thereto referred, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Arrangement between Kroner Investments Limited (the "Applicant/ Demerged Company") and Essar Teleholdings Limited (the "Resulting Company") and their respective shareholders and creditors is dispensed with as all the Equity Shareholders have given their consents to the Scheme of Arrangement which are annexed as Exhibits H1 to Exhibit H7 to the Affidavit in Support of Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as stated in paragraph 9 of the Affidavit in Support of Summons for Direction. Hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Arrangement between Kroner Investments Limited (the "Applicant/ Demerged Company") and Essar Teleholdings Limited (the "Resulting Company") and their respective shareholders and creditors is dispensed with as Unsecured Creditors have given their consent to the Scheme of Arrangement which are annexed as Exhibits J1 to Exhibit J4 to the Affidavit in Support of Summons for Direction. 4. That the convening and holding the meeting of the Debenture- holders of the Applicant, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Arrangement between Kroner Investments Limited (the "Applicant/ Demerged Company") and Essar Teleholdings Limited (the "Resulting Company") and their respective shareholders and creditors is dispensed with as Debenture-holders have given their consent to the Scheme of Arrangement which are annexed as Exhibits L1 and Exhibit L2 to the Affidavit in Support of Summons for Direction. 5. Issuance of Certified copy of this order is expedited. (S.C. Dharmadhikari, J.)