IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1672 OF 2008 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with section 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Adlabs Films Limited (“the Demerged Company”) and Reliance Unicom Limited (“the Resulting Company”) and Their Respective Shareholders and Creditors. RELIANCE UNICOM LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Thane Belapur Road, Navi Mumbai – 400 710. ) ) ) ) ) ) )……Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar J. 1 Date: 19 th December, 2008 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed 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 12th day of December, 2008 of Ms. Kirti Desai, 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 Unicom Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Adlabs Films Limited, the Demerged Company and Reliance Unicom Limited, the Applicant / 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 G1 to G7 to the affidavit in support of the Summons for Directions. 2 2. There are no Secured Creditors of Reliance Unicom Limited , the Applicant Company, as mentioned in paragraph 16 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. 3. That convening and holding the meeting of the Unsecured Creditors of Reliance Unicom Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Adlabs Films Limited, the Demerged Company and Reliance Unicom Limited, the Applicant / Resulting Company and their respective shareholders and creditors is dispensed with in view of the averments made in paragraph (17) of the affidavit dated 12th day of December, 2008 of Ms. Kirti Desai, Authorised Signatory of the Applicant Company 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. upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The said undertaking is accepted. 3 4. In view of the averment made in paragraph 18 of the affidavit dated 12 th day of December, 2008 of Ms. Kirti Desai, Authorized Signatory 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 an Extra Ordinary General Meeting of Equity Shareholders for reduction of Equity Share Capital under section 100 of the Companies Act, 1956 before filing the Petition. The said undertaking is accepted. Company Judge 4