IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 513 OF 2010 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 BT Telco Services India Private Limited AND IN THE MATTER of Scheme of Arrangement and Amalgamation between BT Telco Services India Private Limited and BT Global Communications India Private Limited and their respective Shareholders and Creditors. BT Telco Services India Pvt. Ltd, ) a company incorporated under the ) Companies Act, 1956 and having its ) Registered Office at Plot No. A4, ) B- Cross Road, MIDC Marol, Andheri East ) Mumbai 400 093 )… Applicant / Transferor Company Called Summons for Direction Coram: S. J. Vazifdar J. Dated: 30th July, 2010 Ms. Renuka Shetty i/ b M/ s. Crawford Bayley & Co., Advocates for Applicant 2 M INUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Renuka Shetty i/ b M/ s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 16th July, 2010 of Mr. Shyam Mittal, Director of the Applicant Company in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity shareholders of the Applicant Company, for the purpose of considering, and if thought fit, approving with or without modification(s), Scheme of Arrangement and Amalgamation between BT Telco Services India Private Limited and BT Global Communications India Private Limited and their respective Shareholders and Creditors is dispensed with in view of the consents given by the sole Equity shareholder of the Applicant company which is annexed as Exhibit “ J” to the Affidavit in support of Summons for Direction. 2. That convening and holding of the meeting of the Secured Creditors of the Applicant Company does not arise as the Applicant has no Secured Creditors as stated in paragraph 26 of the Affidavit in support of Summons for Direction. 3 3. That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company does not arise as the Applicant has no Unsecured Creditors as stated in paragraph 27 of the Affidavit in support of Summons for Direction. 4. That in view of the averments made in paragraph 28 of the Affidavit in support of the Summons for Directions, the filing of separate Application on Petition by BT Global Communications India Private Limited, the Transferee Company, is dispensed with. 5. Certified copy of this Order is expedited. (S. J. VAZIFDAR J.)