IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 448 OF 2010 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 the Composite Scheme of Arrangement between Karma Energy Limited (“KEL” or “the First Transferor Company”) and Weizmann Forex Limited (“WFL” or “the Second Transferor Company”) and Weizmann Limited (“WL” or “the Transferee Company” or “the Demerged Company”) and Karma Wind Power Limited (“KWPL” or “the Resulting Company No. 1”) and Chanakya Holdings Limited (“CHL” or “the Resulting Company No. 2”); AND Their Respective Shareholders CHANAKYA HOLDINGS LIMITED, a company incorporated under the Companies Act, 1956 having its Registered Office at Empire House, 214, Dr. D. N. Road, Ent A K Nayak Marg, Fort, Mumbai 400 001. ) ) ) ) …………… Applicant Company CALLED FOR SUMMONS FOR DIRECTION Coram: S. J. VAZIFDAR J. Date: 25th day of June, 2010 1 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 above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah, Advocate for the Applicant Company AND UPON READING the Affidavit dated 18th day of June, 2010 of Mr. S. Srinivasan, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 1. THAT convening and holding of the meeting of the Equity Shareholders of Chanakya Holdings Limited, (‘the Applicant / Resulting Company No . 2’) to consider, and if thought fit, approve, with or without modifications, the proposed Composite Scheme of Arrangement between Karma Energy Limited and Weizmann Forex Limited and Weizmann Limited and Karma Wind Power Limited and Chanakya Holdings Limited and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘L1 to L8’ to the Affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 12 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 of the meeting of the Unsecured Creditors of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Composite Scheme of Arrangement between Karma Energy Limited and Weizmann Forex Limited and Weizmann Limited and Karma Wind Power Limited and Chanakya Holdings Limited and their respective shareholders 2 is dispensed with in view of the averment made in paragraph 13 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to give individual notice of date of hearing of Petition by Registered Post A.D to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times in Marathi both having circulation in Mumbai. The said undertaking is accepted. (S. J. VAZIFDAR, J.) 3