1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.520 OF 2009 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 Arrangement between Reliance Communications Infrastructure Limited (“RCIL” or “Demerged Company”) and Reliance Telecom Limited (“RTL” or “Resulting Company”) and their respective Shareholders and Creditors RELIANCE TELECOM LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at ‘H’ Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710. ) ) ) ) )……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari J. Date: 23rd April, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER 2 UPON the application of the Applicant Company above named 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 16th day of April, 2009 of Mr. Hari Nair, 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 Telecom Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Reliance Communications Infrastructure Limited, Demerged Company and Reliance Telecom Limited, the Applicant Company / 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 H1 to H7’ to the affidavit in support of the Summons for Directions. 2. That convening and holding of the meeting of the sole Preference Shareholder of Reliance Telecom Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Reliance Communications Infrastructure Limited, Demerged Company and Reliance Telecom Limited, the Applicant Company / Resulting Company and their respective Shareholders and Creditors is dispensed with in view of the 3 consent given by the sole Preference Shareholder of the Applicant Company which is annexed as ‘ Exhibit I’ to the affidavit in support of the Summons for Directions. 3. That convening and holding the meeting of the Secured Creditors of Reliance Telecom Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Reliance Communications Infrastructure Limited, Demerged Company and Reliance Telecom Limited, the Applicant Company / Resulting Company and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 17 of the affidavit in support of the Summons for Directions. 4. That convening and holding the meeting of the Unsecured Creditors of Reliance Telecom Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Reliance Communications Infrastructure Limited, Demerged Company and Reliance Telecom Limited, the Applicant Company / Resulting Company and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 18 of the affidavit 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. to those Unsecured Creditors having an outstanding balance of Rs.15 lacs or more and also to publish the same in two local 4 newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. Company Judge