- 1 - IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.993 OF 2009 In the matter of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956; And In the matter Indsec Holdings Limited; And In the matter of Scheme of Arrangement and Amalgamation of Indsec Holdings Limited with Essar Teleholdings Limited and their respective shareholders and creditors Indsec Holdings Limited ) a company incorporated under ) the Companies Act, 1956 and having ) its Registered Office at Essar House, 11 ) Keshavrao Khadye Marg, Mahalaxmi, ) Mumbai 400-034, Maharashtra ) ....Applicant/Transferor Company Called for Summons for Directions Coram : S. J. Kathawalla, J. Dated : 25th September, 2009 Mr. Amish Shroff i/b Rajani Associates for Applicant - 2 - MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mr. Amish Shroff instructed by Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 22nd day of September, 2009 of Mr. R. Vijay, 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 and Amalgamation of Indsec Holdings Limited, (the "Transferor Company") with Essar Teleholdings Limited, (the "Applicant"/ "Transferee Company") and their respective shareholders and creditors is dispensed with as all the Equity Shareholders have given their consents to the Scheme of Arrangement and Amalgamation which are annexed as Exhibits H-1 to Exhibit H-7 to the Affidavit in Support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned 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 - 3 - thought fit, approving, the arrangement embodied in the proposed Scheme of Arrangement and Amalgamation of Indsec Holdings Limited (the "Transferor Company") with Essar Teleholdings Limited (the "Applicant/ Transferee Company") and their respective shareholders and creditors is dispensed with as all the Unsecured Creditors have given their consents to the Scheme of Arrangement and Amalgamation which are annexed as Exhibits J-1 to Exhibit J-3 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 and Amalgamation of Indsec Holdings Limited (the "Transferor Company") with Essar Teleholdings Limited (the "Applicant/ Transferee Company") and their respective shareholders and creditors is dispensed with as all the Debenture Holders have given their consents to the Scheme of Arrangement and Amalgamation which are annexed as Exhibits L-1 to Exhibit L-7 to the Affidavit in Support of Summons for Direction. 5. Issuance of Certified copy of this order is expedited. COMPANY JUDGE