1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 525 OF 2011 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Essar Investments Limited; And In the matter of the Scheme of Arrangement between Essar Investments Limited And Imperial Consultants & Securities Private Limited and their respective shareholders and creditors. Essar Investments Limited, a company ) incorporated under the Companies Act, 1956 ) and having its Registered Office at Essar ) House, 11, K.K. Marg, Mahalaxmi, ) Mumbai - 400034 ) …Applicant/ Demerged Company Called for Summons for Directions Coram: S.C. Dharmadhikari, J. Dated:26th August, 2011 Mrs. Cynthia Pereira i/b Rajani Associates, Advocate for Applicant 2 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mrs. Cynthia Pereira instructed by Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 31st March, 2011 of Mr. Ashish Vyas, the Authorised Signatory of the Applicant, in support of the Summons for Directions and the Exhibits therein referred, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant, for the purpose of considering and, if thought fit, approving, the proposed Scheme of Arrangement between Essar Investments Limited the "Applicant/ Demerged Company" and Imperial Consultants & Securities Private Limited, the "Resulting Company" and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders to the proposed Scheme of Arrangement which are annexed as Exhibits H-1 to H-8 to the Affidavit in Support of Summons for Direction. 3 2. That the convening and holding the meeting of the Preference Shareholders of the Applicant, for the purpose of considering and, if thought fit, approving, the proposed Scheme of Arrangement between Essar Investments Limited the "Applicant/ Demerged Company" and Imperial Consultants & Securities Private Limited the "Resulting Company" and their respective shareholders and creditors is dispensed with in view of the consents given by both the Preference Shareholders to the proposed Scheme of Arrangement which are annexed as Exhibits J and J-1 to the Affidavit in Support of Summons for Direction. 3. There are no Secured Creditors of the Applicant Company as stated in paragraph 11 of the Affidavit in Support of Summons for Direction. Hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise. 4. That the convening and holding the meeting of the Unsecured Creditors of the Applicant, for the purpose of considering and, if thought fit, approving, the proposed Scheme of Arrangement between Essar Investments Limited the "Applicant/ Demerged 4 Company" and Imperial Consultants & Securities Private Limited the "Resulting Company" and their respective shareholders is dispensed with in view of the averments made in paragraph 12 of the Affidavit in support of Summons for Direction. The Applicant undertakes to serve an individual notice of hearing for the Petition by Registered Post A.D to all its Unsecured Creditors. The undertaking is accepted. 5. That the convening and holding the meeting of the Debenture- holders of the Applicant, for the purpose of considering and, if thought fit, approving, the proposed Scheme of Arrangement between Essar Investments Limited the "Applicant/ Demerged Company" and Imperial Consultants & Securities Private Limited the "Resulting Company" and their respective shareholders and creditors is dispensed with in view of the consents given by all the Debenture-holders to the proposed Scheme of Arrangement which are annexed as Exhibits M-1 to M-10 to the Affidavit in Support of Summons for Direction. (S.C. Dharmadhikari, J.)