IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1038 OF 2009 IN THE MATTER OF COMPANIES ACT, 1956 AND IN THE MATTER OF SECTIONS 391, 392, 393 AND 394 OF THE COMPANIES ACT, 1956 AND IN THE MATTER OF ALLIANZ INFRATECH PRIVATE LIMITED, A COMPANY INCORPORATED AND REGISTERED UNDER THE PROVISIONS OF THE COMPANIES ACT, 1956 AND HAVING ITS REGISTERED OFFICE AT DB HOUSE, GENERAL A.K. VAIDYA MARG, GOREGAON (EAST), MUMBAI-400063 AND IN THE MATTER OF SCHEME OF AMALGAMATION OF ALLIANZ INFRATECH PRIVATE LIMITED AND ETISALAT DB TELECOM PRIVATE LIMITED ALLIANZ INFRATECH PRIVATE LIMITED, a company incorporated and registered under the provisions of the Companies Act, 1956 and having its registered office at DB House, General A.K. Vaidya Marg, Goregaon (East), Mumbai- 400 063 ) ) ) ) ) ) ) … APPLICANT / TRANSFEROR COMPANY Called Summons for Directions Coram:- S. J. Kathawalla J. Dated:- 9th October, 2009 Mr. Ankit Virmani i/b M/s. Wadia Ghandy & Co. for the Applicant MINUTES OF ORDER Upon the application of the Applicant Company abovenamed, by way of summons, and upon hearing Mr. Ankit Virmani, advocate appearing on behalf of the Applicant Company and upon reading the Affidavit dated the 1st day of September, 2009 of Mr. Anurag Srivastav, Company Secretary of the Applicant Company, in support of the Summons for Directions, IT IS ORDERED THAT: 2 1) The convening and holding of the meeting of Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of the Applicant Company into Etisalat DB Telecom Private Limited, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant, which are annexed as Exhibits “C-2” and “C-3” to the Affidavit, dated 1st day of September, 2009 in support of the Summons for Directions. 2) The convening and holding of the meeting of Preference Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of the Applicant Company into Etisalat DB Telecom Private Limited, is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit “C-4” to the Affidavit in support of the Summons for Directions. 3) There are no Secured Creditors of the Applicant Company as mentioned in paragraph No.21 of the Affidavit dated 1st September, 3 2009 in support of the Summons for Directions, hence the question of convening and holding the meeting of Secured Creditors does not arise. 4) The convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of the Applicant Company into Etisalat, is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “D-2”, “D-3” and “D-4” to the Affidavit in support of the Summons for Directions. COMPANY JUDGE 4