IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.559 OF 2009 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 Amalgamation of Reliance Gateway Net Limited (“RGNL” or “Transferor Company”) with Reliance Communications Limited (“RCOM” or “Transferee Company”) and their respective Shareholders RELIANCE GATEWAY NET LIMITED , a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at ‘H’ Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710. ) ) ) ) ) ) ) ..Applicant Company Called Summons for Direction Coram: A. M. Khanwilkar, J. Date: 2nd May, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 23 rd day of April, 2009 of Mr. Prakash Shenoy, Authorised Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Reliance Gateway Net Limited , the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of Reliance Gateway Net Limited, the Applicant Company / the Transferor Company with Reliance Communications Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company which are annexed as ‘Exhibits J1 to J7’ to the affidavit in support of the Summons for Directions. 2 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 of the affidavit in support of the Summons for Directions, 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 Reliance Gateway Net Limited , the Applicant Company , to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Reliance Gateway Net Limited, the Applicant Company / the Transferor Company with Reliance Communications Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the averments made in paragraph 17 of the affidavit in support of the Summons for Directions. 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 both circulated in Mumbai. The said undertaking is accepted. 4. That the filing of a separate Application and Petition by Reliance Communications Limited, the Transferee Company is dispensed 3 with in view of the averments made in paragraphs 18, 19 and 20 of the affidavit in Support of Summons for Directions. Company Judge 4