IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 644 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Reliance Communications Infrastructure Limited (“RCIL” or “the Demerged Company”) AND Broadband Pacenet (India) Private Limited (“BPIPL” or “the Resulting Company”) AND Their respective Shareholders and Creditors BROADBAND PACENET (INDIA) PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at B/8 MIDC Industrial Estate, Next to MIDC Police Station, Andheri (East), Mumbai 400 093. ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 1st October, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Company, Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Company, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 14th September, 2010 of Mr. Sanjiv Desai, Company Secretary of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders of Broadband Pacenet (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Reliance Communications 2 Infrastructure Limited, the Demerged Company and Broadband Pacenet (India) Private Limited, the Applicant / Resulting Company and their respective Shareholders and Creditors, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘H1’ and ‘H2’ to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as mentioned in paragraph 15 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding of the Meeting of Secured Creditors does not arise. 3. That convening and holding the Meeting of the Unsecured Creditors of Broadband Pacenet (India) Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Reliance Communications Infrastructure Limited, the Demerged Company and Broadband Pacenet (India) Private Limited, the Applicant / Resulting Company and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 16 of the Affidavit in support of the Summons for 3 Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal in English and Maharashtra Times in Marathi having circulation in Mumbai. The undertaking is accepted. (S. J. Kathawalla, J.) 4