IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.691 OF 2009 In the matter of the Companies Act I of 1956. AND In the matter of Sections 391 to 394 of the Companies Act I of 1956. AND In the matter of Scheme of Arrangement between Vodafone Essar Limited; Vodafone Essar Mobile Services Limited; Vodafone Essar East Limited; Vodafone Essar Gujarat Limited; Vodafone Essar South Limited; Vodafone Essar Digilink Limited; Vodafone Essar Cellular Limited, and Vodafone Essar Infrastructure Limited, and their respective Shareholders. Vodafone Essar Limited, ) a Company incorporated ) under the Companies Act I ) of 1956 and having its ) Registered Office situate ) at Peninsula Corporate Park, ) Ganpatrao Kadam Marg, ) Lower Parel, Mumbai- ) 400 013. ) …..Applicant Company Called Summons for Directions Coram: A. M. Khanwilkar, J. Dated: 03rd July, 2009 1 Mr. Virag Tulzapurkar, Senior Counsel i/b Mr. Punit B Anand, for Applicant Company MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Virag Tulzapurkar, Sr. Counsel, instructed by Mr. Punit B Anand, Advocates for the Applicant Company AND UPON READING the Affidavit dated 15th day of June, 2009 and the further Affidavit dated 19th day of June, 2009 of Mr. Krishnan S. Iyer, Company Secretary, of the Applicant Company in support of Summons for Directions, and the Exhibits therein referred to, IT IS ORDERED THAT : (1) The convening and holding 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 Arrangement between Vodafone Essar Limited; Vodafone Essar Mobile Services Limited; Vodafone Essar East Limited; Vodafone Essar Gujarat Limited; Vodafone Essar South Limited; Vodafone Essar Digilink Limited; Vodafone Essar Cellular Limited, and Vodafone Essar Infrastructure Limited, is dispensed in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as 2 Exhibits “J” to “J-14” to the Affidavit dated 15th of June, 2009 in Support of Summons for Directions. (2) The convening and holding the meeting of Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Vodafone Essar Limited; Vodafone Essar Mobile Services Limited; Vodafone Essar East Limited; Vodafone Essar Gujarat Limited; Vodafone Essar South Limited; Vodafone Essar Digilink Limited; Vodafone Essar Cellular Limited, and Vodafone Essar Infrastructure Limited, is dispensed in view of the averments made in paragraph Nos.29, 30, 31 of the Affidavit dated 15th of June, 2009 in Support of Summons for Directions. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D to all its Secured Creditors and also to publish the same in one issue each of Free Press Journal in the English language and Maharashtra Times in Marathi language having circulation in Mumbai. The undertaking is accepted. (3) The convening and holding 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 3 Arrangement between Vodafone Essar Limited; Vodafone Essar Mobile Services Limited; Vodafone Essar East Limited; Vodafone Essar Gujarat Limited; Vodafone Essar South Limited; Vodafone Essar Digilink Limited; Vodafone Essar Cellular Limited, and Vodafone Essar Infrastructure Limited, is dispensed in view of the averments made in paragraph Nos.29, 30, 31 of the Affidavit dated 15th of June, 2009 in Support of Summons for Directions. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D to all its Unsecured Creditors and also to publish the same in one issue each of Free Press Journal in the English language and Maharashtra Times in Marathi language having circulation in Mumbai. The undertaking is accepted. COMPANY JUDGE 4