IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.15 OF 2009 In the matter of Sections 391 to 394 read with Sections 78, 100 to 104 of the Companies Act, 1956; And In the matter of Online Distribution Services Limited; And In the matter of Scheme of Amalgamation of Online Distribution Services Limited with Essar Telecom Holdings Overseas Private Limited and their respective shareholders and creditors. Online Distribution Services Limited, ) a company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at Essar House, ) 11 Keshavrao Khadye Marg, ) Mahalaxmi, Mumbai 400034, ) Maharashtra. ) ...Applicant / Transferor Company Called for Summons for Direction Coram: S. J. Vazifdar , J. Dated: 9th January, 2009 Mr. Amish Shroff i/b Rajani Associates for Applicant 1 MINUTES OF THE ORDER UPON the Application of the Applicant Company by a Summons for Direction AND UPON HEARING Mr. Amish Shroff i/b Rajani Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit of Mr. R. Vijay, Authorised Signatory of Applicant Company in support of Summons for Direction, IT IS ORDERED: 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, the arrangement embodied in the proposed Scheme of Amalgamation of Online Distribution Services Limited, the “Applicant”/“Transferor Company” with Essar Telecom Holdings Overseas Private Limited, the “Transferee Company” and their respective shareholders and creditors is dispensed with as all the Equity Shareholders of the Applicant Company have given their consents to the proposed Scheme of Amalgamation which are annexed as EXHIBITS D-1 to EXHIBIT D-7 to the Affidavit in Support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph nine (9) of the Affidavit in Support of 2 Summons for Direction. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise. 3. That 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 Amalgamation of Online Distribution Services Limited, the “Applicant”/“Transferor Company” with Essar Telecom Holdings Overseas Private Limited, the “Transferee Company” and their respective shareholders and creditors is dispensed with as all the Unsecured Creditors of the Applicant Company have given their consent to the Scheme of Amalgamation which are annexed as EXHIBITS F-1 to EXHIBIT F-6 to the Affidavit in Support of Summons for Direction. 4. Issuance of Certified copy of this order is expedited. COMPANY JUDGE 3