1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 668 OF 2010 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of HTMT Telecom Private Limited And In the matter of the Scheme of Amalgamation of HTMT Telecom Private Limited into Hinduja Ventures Limited HTMT Telecom Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 49/50, In Centre, 12th Road, MIDC, Andheri (East), Mumbai – 400093, Maharashtra, India. ) ) ) ) ) …….Applicant Company Called Summons for direction CORAM: S.J. Kathawalla J Dated : 15th October, 2010 Mr. Ashish Kamat i/b M/s Chitnis & Co, Advocate for Applicant Company 2 MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Mr. Ashish Kamat i/b M/s Chitnis & Co. for the Applicant and UPON reading the Affidavit dated this 28th day of September, 2010 of Mr. Amit Vyas, Authorised Signatory of the Applicant Company in support of the Summons for Direction, and the Exhibits therein referred to IT IS ORDERED -: 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering, and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Amalgamation of HTMT Telecom Private Limited into Hinduja Ventures Limited is dispensed with in view of the consents in writing given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “A-1” to “A-4” to the Affidavit in support of Summons for Direction. 2. 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 modification, the arrangement embodied in the Scheme of Amalgamation of HTMT Telecom Private Limited into Hinduja Ventures Limited is dispensed with in view of the consent in writing given by the sole Preference Shareholder of the Applicant Company which is annexed as Exhibit “B” to the Affidavit in support of Summons for Direction. 3 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 21 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 4. 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, the arrangement embodied in the Scheme of Amalgamation of HTMT Telecom Private Limited into Hinduja Ventures Limited is dispensed with, in view of the consent in writing given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit “C” to the Affidavit in support of Summons for Direction. (S.J. Kathawalla, J)