IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1039 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 ETISALAT DB TELECOM PRIVATE LIMITED, A COMPANY INCORPORATED 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 1 ETISALAT DB TELECOM 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 ) ) ) ) ) ) ) … APPLICANT / TRANSFEREE COMPANY Called Summons for Directions Coram:- S. J. Kathawalla J. Dated:- 9 th October, 2009 Mr. Ankit Virmani i/b M/s. Wadia Ghandy & Co. for the Applicant MINUTES OF ORDER Upon the application of the Applicant 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 1 st day of September, 2009 of Mr. Mohammed Afzal Lodhi, Company Secretary of the Applicant Company, in support of the Summons for Directions, IT IS ORDERED: 1) That a meeting of the Equity shareholders of the Applicant Company be convened and held at DB House, General A.K. Vaidya Marg, Goregaon 2 (East), Mumbai- 400 063, on Saturday, the 21 st day of November, 2009, 11.00 o’clock in the morning, for the purpose of considering, and if thought fit, approving with or without modifications, the arrangement between the shareholders of the Applicant Company and the Applicant Company as embodied in the Scheme of Amalgamation of Allianz Infratech Private Limited into the Applicant Company. 2) That atleast 21 (twenty-one) clear days before the day appointed for the meeting, an advertisement convening the same and stating that the copies of the said arrangement as embodied in the Scheme of Amalgamation and of the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 (“the Act”) and the forms of proxy can be obtained free of charge at the Registered Office of the Applicant Company or at its Advocates’ Office i.e. Messrs. Wadia Ghandy & Co. 123, M.G. Road, Fort, Mumbai - 400 001, be published, once each in the Free Press Journal (in English) and the Maharashtra Times (in Marathi) both having circulation in Mumbai. Publication of Notice in the Maharashtra Government Gazette is hereby dispensed with. 3 3) That, in addition, atleast 21 (twenty-one) clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the said arrangement as embodied in the Scheme of Amalgamation, a copy of the Statement required to be sent under section 393 of the Act and the prescribed Form Of Proxy, shall be sent by pre-paid letter post under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4) That the settling and approving of the form of advertisement, the form of Proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Act to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: (a) issue Notice convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73); (b) issue Form of Proxy as per Form No. 37 (Rule 73); (c) advertise the Notice convening meeting as per Form No. 38 (Rule 74); (d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956. 4 The undertaking is accepted. 5) That the Hon’ble Mr. Justice B. N. Srikrishna (Retd.), and failing him, Mr. M. D. Narvekar, Company Registrar of this Court, shall be the Chairman of the aforesaid meeting of the Equity Shareholders of the Applicant to be held on the 29 th day of October, 2009, as aforesaid. 6) That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the Notices of the meeting referred to hereinabove. 7) The quorum for the meeting of the Equity Shareholders shall be 2 (two) Equity Shareholders present in person. 8) That voting by Proxy / authorised representative be permitted provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at DB House, General A.K. Vaidya Marg, Goregaon (East), Mumbai- 400063 not later than 48 hours before the said meeting, as prescribed under Rule 70 of the Company (Court) Rules, 1959. 5 9) That the value of shares of each shareholder shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman of the meeting shall determine the value for the purposes of the meeting. 10) And it is further ordered that the Chairman do report to this Court the result of the said meeting within 7 (seven) days of the conclusion of the said meeting and the said Report shall be verified by his Affidavit. 11) That the convening and holding of the meeting of the Preference Shareholders of the Applicant Company for the purpose of considering and if thought fit approving with or without modifications, the arrangement embodied in the Scheme of Amalgamation of Allianz Infratech Private Limited into the Applicant Company, is dispensed with in view of the consent given by the sole Preference Shareholder of the Applicant Company, which is annexed as Exhibit “J-3” to the Affidavit in support of the Summons for Directions. 12) That the convening and holding of the meeting of the Secured Creditors of the Applicant Company for the purpose of considering and if thought fit approving with or without modifications, the arrangement embodied 6 in the Scheme of Amalgamation of Allianz Infratech Private Limited into the Applicant Company, is dispensed with in view of the consent given by the sole Secured Creditor of the Applicant Company, which is annexed as Exhibit “K” to the Affidavit in support of the Summons for Directions. 13) That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit approving with or without modifications, the arrangement embodied in the Scheme of Amalgamation of Allianz Infratech Private Limited into the Applicant Company, is dispensed with in view of the averments made at paragraph 22 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to issue individual notices of date of hearing of Petition by R.P.A.D. to all the Unsecured Creditors and also to publish the same in one issue each of the Free Press Journal in English and the Maharashtra Times in Marathi circulating in Maharashtra. The said undertaking is accepted. COMPANY JUDGE 7