1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 440 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Sterlite Infra-Tech Limited (“the Transferor Company” or “Applicant Company”) WITH Sterlite Technologies Limited (“the Transferee Company” ) AND their respective shareholders Sterlite Infra-Tech Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Survey No 68/1, Rakholi Village, Madhuban Dam Road, Silvassa- 396230. ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 15th July, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co. Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th June, 2011 of Mr. Amit Deshpande, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and if thought fit, approving, with or 2 without modification the proposed Scheme of Amalgamation between Sterlite Infra-Tech Limited, the Applicant Company with Sterlite Technologies Limited, the Transferee Company and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ to ‘J7’ to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors in the Applicant Company, as stated in paragraph 15A of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the Meeting of the Unsecured Loan Creditors of the Applicant Company, to consider and if thought fit, approving, with or without modification the proposed Scheme of Amalgamation between Sterlite Infra-Tech Limited, the Applicant Company with Sterlite Technologies Limited, the Transferee Company and their respective shareholders is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Loan Creditors. The Applicant Company also undertakes to publish the notice of hearing of the Petition in two newspapers viz ‘Business Standard’ (Ahmedabad Edition) in English language and ‘Divya Bhaskar’ (Surat Edition) in Gujrati language, both circulated in Daman and Diu. The said undertaking is accepted. 4. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and if thought fit, approving, with or without modification the proposed Scheme of Amalgamation between Sterlite Infra-Tech Limited, the Applicant Company with Sterlite Technologies Limited, the Transferee Company and their respective shareholders is dispensed with in view of the averments made in paragraph 13 of the Affidavit in support of the Summons for Direction. The Applicant Company also undertakes to publish the notice of hearing of the petition in two news papers viz ‘Business Standard (Ahmedabad Edition)’ in English language 3 and ‘Divya Bhaskar’ (Surat Edition) in Gujrati language, both circulated in Daman and Diu. The said undertaking is accepted. 5. That the filing of a separate Company Summons for Direction and Company Scheme Petition in relation to the said Scheme by Sterlite Technologies Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs 18 to 20 of the Affidavit in Support of Summons for Direction. (S. J. Kathawalla, J.)