IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1606 OF 2008 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 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Essel Infraprojects Limited (‘Demerged Company’); and Pan India Paryatan Private Limited (‘Resulting Company’) and their respective Shareholders ESSEL INFRAPROJECTS LIMITED, a company incorporated under Companies Act, 1956 and having its registered office at 135, Continental Building, Dr. Annie Besant Road, Worli, Mumbai – 400 018; ) ) ) ) ……Applicant Company 1 Called Summons for Direction Coram: A. M. Khanwilkar J. Date: 19 th December, 2008 Mr. Rajesh Shah i/b Rajesh Shah & Co., for 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 Rajesh Shah & Co., Advocates for the Applicant Company AND UPON READING the Affidavit dated 20th November, 2008 and further affidavit dated 15 th day of December, 2008 of Mr. Damodar Balduwa, C.F.O of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Essel Infraprojects Limited, the Applicant Company, for the purpose of considering and if thought fit, approving, with or without modification, the proposed arrangement embodied in the Scheme of Arrangement between Essel Infraprojects Limited, the 2 Applicant or the Demerged Company, and Pan India Paryatan Private Limited, Resulting Company, 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 Exhibit “C-1 to C-45” to the affidavit dated this 20th day of November, 2008 of Mr. Damodar Balduwa, C.F.O of the Applicant Company and Exhibit “B-1” to “B-5” to the further affidavit dated 15 th day of December, 2008 of Mr. Damodar Balduwa, C.F.O of the Applicant Company in support of the Summons for Directions. 2. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Essel Infraprojects Limited, the Applicant Company or Demerged Company, and Pan India Paryatan Private Limited, the Resulting Company, and their respective shareholders, is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R P A D to all its Secured Creditors and also to publish the same in two local mewspapers, viz. Free Press Journal, in English and 3 Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Essel Infraprojects Limited, the Applicant Company or Demerged Company, and Pan India Paryatan Private Limited, the Resulting Company, and their respective shareholders, is dispensed with in view of the averments made in paragraph 18 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 and also to publish the same two local newspapers, viz. in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. The said undertaking is accepted. 4. That in view of the averments made in paragraph 19 and 20 of the Affidavit in support of the Summons for Direction stating that application and 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 read with Sections 100 and other 4 applicable provisions of the Act. However 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 of the Companies Act, 1956 are not applicable. Accordingly the interests of the creditors of the Applicant Company are not affected by such reduction. In view of this it is submitted that the Honorable court be pleased to dispense with the procedure under sections 101(2) of the Companies Act, 1956 and the order of the Honorable High Court sanctioning the Scheme shall be deemed to be an order under section 102 of the Companies Act, 1956. The Applicant Company has passed a Special Resolution confirming utilization of Securities Premium Account in the Extra Ordinary General Meeting, held on 27th day of October, 2008 under section 78 read with section 100 and all other applicable provisions of the Companies Act, 1956. Company Judge 5 6