IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 163 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 INTEGRATED COREINFRA LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at ‘D’ Wing, Karma Sankalp, Corner of 6th and 7th Road, Rajawadi, Ghatkopar (East) Mumbai-400 077 AND In the matter of SCHEME OF AMALGAMATION BETWEEN ESCUBE PORTS LIMITED …First Transferor Company INTEGRATED RENEWABLE ENERGY PRIVATE LIMITED (IREPL) …Second Transferor Company AND INTEGRATED COREINFRA LIMITED …… Transferee Company INTEGRATED COREINFRA LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at ‘D’ Wing, Karma Sankalp, Corner of 6th and 7th Road, Rajawadi, Ghatkopar (East) Mumbai-400 077 ……Applicant / Transferee Company Called Summons for Direction Coram: S.C. Dharmadhikari, J. Date: 4th March, 2011 2 Mr. Naser Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant MINUTES OF THE ORDER UPON the application of Integrated Coreinfra Limited, the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Naser Ali, Advocate for the Company and upon reading the Affidavit dated 24th February, 2011 of Ms. Megha Gupta, Authorised Signatory, in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘J’ being a copy of the Proposed Scheme of Amalgamation) IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Escube Ports Limited, the First Transferor Company and Integrated Renewable Energy Private Limited, the Second Transferor Company with Integrated Coreinfra Limited, the Applicant/Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferee Company, which are annexed as Exhibits ‘N-1 to N-7 ’ to the Affidavit – in – Support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant/Transferee Company, as stated in paragraph 35 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding meeting of the Secured Creditors does not arise. 3 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant/Transferee Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Escube Ports Limited, the First Transferor Company and Integrated Renewable Energy Private Limited, the Second Transferor Company with Integrated Coreinfra Limited, the Applicant/Transferee Company is dispensed with in view of consents given by 22 out of 32 Unsecured Creditors of the Applicant/Transferee Company, which are annexed as Exhibits ‘O-1 to O-22’ to the Affidavit – in – Support of the Summons for Direction and in view of the undertaking given by the Applicant in paragraph 36 (c) of the said Affidavit to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. (S.C. Dharmadhikari, J.)