IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.671 OF 2009 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 SKG POWER VENTURES PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION BETWEEN SKG POWER VENTURES PRIVATE LIMITED (SKGPVL) … Transferor Company AND ENTEGRA LIMITED (EL) …Transferee Company SKG POWER VENTURES PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 99, Niranjan, Marine Drive, Mumbai–400002 …Applicant/Transferor Company 1 Called Summons for Direction Coram: A. M. Khanwilkar J. Date : 25th June 2009 Mr. Sushant Chavan i.b. Shiralkar & Co. for Applicant. MINUTES OF THE ORDER UPON the application of SKG Power Ventures Private Limited, the Applicant abovenamed by Summons for Direction AND UPON hearing Shri. Sushant Chavan Advocate for the Applicant Company and upon reading the Affidavit dated 09th day of June, 2009 and further Affidavit dated 20th June 2009 of Mrs. Rekha Jagdale, Authorized Signatory in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding the Meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the Arrangement embodied in the Scheme of Amalgamation of SKG Power Ventures Private Limited, the Applicant / Transferor Company with Entegra Limited, the Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits ‘D-1 to D-3 ’ to the Affidavit – in – Support of the Summons for directions. 2 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph 25 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of SKG Power Ventures Private Limited with Entegra Limited is dispensed with and further Affidavit dated 20th June 2009 in Support of the summons for directions and in view of the consents as given by 6 out of 7 unsecured creditors of the Applicant Company representing about 99.99% in value and 85.71% in number of the total unsecured creditors, which are annexed as Exhibits “E-1 and E-2” to the Affidavit-in-support of the summons for directions and as Exhibits “A-1 and A-4” to the further affidavit and in view of the averments made in paragraph 26 of the Affidavit dated 9th June 2009 and further affidavit dated 20th June 2009. The applicant undertakes to give individual notices of the date of hearing of the petition by Registered Post A.D. to its remaining unsecured creditors whose consents are not obtained. The said undertaking is accepted. Company Judge 3