IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1088 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Aditya Birla Telecom Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Aditya Birla Center, ‘A’ Wing, 4th Floor, S. K. Ahire Marg, Worli, Mumbai-400 030; And In the matter of the Scheme of Arrangement between Aditya Birla Telecom Limited and Idea Cellular Limited and their respective Shareholders and Creditors; Aditya Birla Telecom Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Aditya Birla Center, ‘A’ Wing, 4th Floor, S. K. Ahire Marg, Worli, Mumbai-400 030. …. Applicant Company 1 Called Summons for Direction Coram: S. J. Kathawalla J Date : 16th October 2009 Mr. Janak Dwarkadas, Senior Counsel with Mr. Pradeep Sancheti, Mr. Sandeep Singhi, Mr. Jayesh Desai, Ms. Amrita Thakore i/b Singhi & Co. for Applicant Company. MINUTES OF THE ORDER Upon the application of the above named company by Summons for Direction upon hearing the Advocates for the Applicant company and upon reading the affidavit dated 8th October, 2009 of Ms. Mansi Gandhi d/o Pradip Gandhi, Company Secretary of the Applicant Company in Support of Summons for Direction and exhibits therein referred to, IT IS ORDERED: - 1. That the convening and holding the meeting of the Equity Shareholder of the Applicant Company, seeking approval to the Scheme of Arrangement between Aditya Birla Telecom Limited and Idea Cellular Limited and their respective Shareholders and Creditors (hereinafter referred to as the ‘Scheme’) is dispensed with in view of the consent given by the Equity Shareholders of the Applicant Company which is annexed as Exhibit- H-1 to H-6 to the affidavit of in support of the Summons for Directions. 2. That the convening and holding the meeting of the sole Preference Shareholder of the Applicant Company, seeking approval to the Scheme is dispensed with in view of the averments made in paragraph 19 of the Affidavit in Support of Summons for Direction and the Applicant undertakes to produce the letter from the Sole Preference Shareholder giving its consent to the Scheme at the time of final hearing of the Company Petition to be filed by the Applicant Company subsequent to the disposal of the present Company Application, or, in the alternative, to serve individual notice of the final 2 hearing of the subsequent Company Petition upon the Sole Preference Shareholder. The said undertaking is accepted. 3. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider, and if thought fit approve with or without modification(s), the Scheme is dispensed with in view of the averments made in paragraph no.20 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. upon all its Secured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal (Mumbai Edition), in English and Maharashtra Times (Mumbai Edition), in Marathi. 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 approve with or without modification(s), the Scheme is dispensed with in view of the averments made in paragraph no.21 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.1,00,000/- or more and also to publish the same in two local newspapers i.e. Free Press Journal (Mumbai Edition), in English and Maharashtra Times (Mumbai Edition), in Marathi. The said undertaking is accepted. 5. Publication in the Government Gazette is dispensed with. COMPANY JUDGE 3