1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 6 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with sections 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between Cairn Energy India Pty Limited (“CEIPL” or “the Australian Transferor Company”) And Cairn Energy India West B.V (“CE India West” or “the First Netherlands Transferor Company”) AND Cairn Energy Cambay B.V. (“CE Cambay” or “the Second Netherlands Transferor Company”) AND Cairn Energy Gujarat B.V. (“CE Gujarat” or “the Third Netherlands Transferor Company ”) AND Cairn India Limited (“CIL” or “the Transferee Company”) AND their Respective Shareholders and Creditors 2 CAIRN INDIA LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 101, West View, Veer Sawarkar Marg, Prabhadevi, Mumbai- 400 025. ) ) ) ) ) ) ) ) ) ……. Applicant Company Called Summons for Direction Coram: S. J. Kathawalla, J. Date: 8th January, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the 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 21st day of December, 2009 of Miss Neerja Sharma, Company Secretary, of 3 the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a Meeting of the Equity Shareholders of Cairn India Limited, the Applicant Company, be convened and held at Rangsharda Auditorium, K. C. Marg, Bandra Reclamation, Bandra (West), Mumbai - 400050 on Thursday, 18th February 2010 at 2.30 p.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Cairn Energy India Pty Limited, Cairn Energy India West B.V., Cairn Energy Cambay B.V., Cairn Energy Gujarat B.V. and Cairn India Limited and their respective Shareholders and Creditors. 2. That at least 21 clear days before the Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the 4 Scheme of Arrangement and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 5 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 6 5. That Justice M. H. Kania (Retired Chief Justice of India), and failing him, Mr. Indrajit Banerjee, Director and Chief Financial Officer of the Applicant Company, and failing him, Mr. Rahul Dhir, Managing Director and Chief Executive Officer of the Applicant Company shall be the Chairman of the aforesaid Meeting to be held at Rangsharda Auditorium, K. C. Marg, Bandra Reclamation, Bandra (West), Mumbai - 400050 on February 18, 2010 at 2.30 p.m., or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders in person. 7 8. That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 101, West View, Veer Sawarkar Marg, Prabhadevi, Mumbai- 400 025, not later than, 48 hours before the aforesaid Meeting. 9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman shall determine the value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 10. That the Chairman do report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the 8 meeting, and the said report shall be verified by his Affidavit. 11. That the convening and holding of the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Cairn Energy India Pty Limited, Cairn Energy India West B.V., Cairn Energy Cambay B.V., Cairn Energy Gujarat and Cairn India Limited and their respective Shareholders and Creditors. is dispensed with in view of the averment made in paragraph (35) 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. to all its Secured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in 9 Marathi language, both circulated in Mumbai. The said undertaking is accepted. 12. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Cairn Energy India Pty Limited, Cairn Energy India West B.V., Cairn Energy Cambay B.V., Cairn Energy Gujarat and Cairn India Limited and their respective Shareholders and Creditors. is dispensed with in view of the averment made in paragraph (36) 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. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in 10 Marathi language, both circulated in Mumbai. The said undertaking is accepted. 13. That in view of the averment made in paragraph (37) of the Affidavit in support of the Summons for Direction that the reduction of the Securities Premium Account shall be effected as an integral part of the Scheme itself in accordance with the provisions of Sections 78 and Sections 100 to 103 of the Companies Act,1956, and that it does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is not required to be followed and the same is dispensed with. The Applicant Company undertakes to pass the Special Resolution of Equity Shareholders by following the Postal Ballot procedure as laid down under section 192A of the Companies Act, 1956 and related rules and regulations for 11 utilisation of balance in Securities Premium Account under Section 78 read with Section 100 of the Companies Act, 1956. The said undertaking is accepted. (S. J. Kathawalla, J.)