IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 278 OF 2010 In the matter of the Companies Act 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 BILPOWER LIMITED (the Demerged Company) and BIL ENERGY SYSTEMS LIMITED (the Resulting Company) BIL ENERGY SYSTEMS LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 2nd Floor, Vikas Chambers, & Marve Road, Malad (West) Mumbai 400 064. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 16th April, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 7th day of April, 2010 of Mr. Bhuwnesh Bansal, Authorised Signatory of the Applicant Company, in support of the Summons for Directions, IT IS ORDERED :- 1 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between BILPOWER LIMITED, the Demerged Company and BIL ENERGY SYSTEMS LIMITED, the Applicant / Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “G-1” to “G-7” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 13 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the sole Unsecured Creditors of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between BILPOWER LIMITED, the Demerged Company and BIL ENERGY SYSTEMS LIMITED, the Applicant / Resulting Company is dispensed with in view of the consents given by the sole Unsecured Creditor of the Applicant Company, which are annexed as Exhibits “H” to the affidavit in support of the Summons for Direction. (S. J. Kathawalla, J) 2