IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 694 OF 2011 In the matter of the Companies Act, 1956; -And- In the matter of Application under Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of ALSTOM Projects India Limited [CIN: L74140MH1992PLC068379]; -And- In the matter of Scheme of Amalgamation amongst ALSTOM Holdings (India) Limited and ALSTOM Projects India Limited and their respective shareholders. ALSTOM Projects India Limited [CIN: L74140MH1992PLC068379], a company incorporated under the Companies Act, 1956 having its registered office at International, 5th Floor, 16, Marine Lines Cross Road No. 1, off Maharshi Karve Road, Churchgate, Mumbai- 400020, Maharashtra } } } } } } } …Applicant Company Called Summons for Direction Coram: S.C.Dharmadhikari, J. Date : 25th November, 2011 Ms. Sowmya Srikrishna with Mr. Tapan Deshpande, Advocates i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for Applicant Company. 2 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by Company Summons for Direction and upon hearing Ms. Sowmya Srikrishna, Counsel instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company AND UPON READING the Affidavit dated 14th November, 2011 of Mr. Pradeepta Puhan, Company Secretary of the Applicant Company, in support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED THAT: 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at Rama Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wachha Road, Churchgate, Mumbai – 400 020, on Thursday, the 12th day of January, 2012 at 10:00 a.m. (1000 hours), for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Amalgamation amongst ALSTOM Holdings (India) Limited and ALSTOM Projects India Limited and their respective shareholders. 2. That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meeting, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the Explanatory Statement, required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent by Courier or Registered Post Acknowledgement Due (R.P.A.D.), addressed to each of the Equity Shareholders, of the Applicant Company, at their respective registered or last known address. 3 3. That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meeting, indicating the day, the date and the place and time as aforesaid respectively be published, once each in Free Press Journal (Mumbai edition) in English language and in Maharashtra Times (Mumbai edition) in Marathi language, stating that copies of the Scheme of Amalgamation, the Explanatory 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. 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. 5. That Mr. Sunand Sharma, Chairman of the Applicant Company, and in his absence, Mr. S. M. Momaya, whole time Director and Chief Financial Officer of the Applicant Company, shall be the Chairman of the meeting of the Equity Shareholders of the Applicant Company to be held at Rama 4 Watumull Auditorium, Kishinchand Chellaram College, Dinshaw Wachha Road, Churchgate, Mumbai – 400 020, on Thursday, the 12th day of January, 2012 at 10:00 a.m. (1000 hours), or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. 7. That the quorum for the meeting of the Equity Shareholders of the Applicant Company shall be 5 (Five) Equity Shareholders of the Applicant Company, present in person. 8. That voting by proxy/authorized representative is permitted provided that the proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the aforesaid meeting or by his authorised representative, is filed with the Applicant Company at its Registered Office forty-eight (48) hours before the date of the meeting, as provided under Rule 70 of Companies (Court) Rules, 1959. 9. That the value of the equity shares of the equity shareholders, shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman of the meeting shall determine the value as the case may be for the purpose of the meeting. 10. That the Chairman to report to this Court, the result of the said meeting within 30 days of the conclusion of the meeting and the said Report shall be verified by his affidavit. 5 11. That convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modifications, to the proposed Scheme of Amalgamation amongst ALSTOM Holdings (India) Limited and ALSTOM Projects India Limited and their respective shareholders, is dispensed with, in view of the letters of consents given by all the Secured Creditors of the Applicant Company, which are annexed as Exhibit “I-1” to Exhibit “I-4” to the Affidavit in support of the Company Summons for Direction. 12. That the convening and holding meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and if thought fit approving, with or without modification, to the proposed Scheme of Amalgamation amongst ALSTOM Holdings (India) Limited and ALSTOM Projects India Limited and their respective shareholders, is dispensed with, in view of the averments made in paragraph 20 of the Affidavit in support of the Company Summons for Direction. The Applicant Company has undertaken to give individual notice of hearing of the date of the Company Scheme Petition, by Registered Post Acknowledgement Due (R.P.A.D.), to all its unsecured creditors. The Applicant Company also undertakes to publish notice of date of hearing of the Company Scheme Petition, once each in Free Press Journal (Mumbai edition) in English language and in Maharashtra Times (Mumbai edition) in Marathi language. The Undertakings are accepted. (S. C. Dharmadhikari, J.)