IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.604 OF 2009 1 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 Scheme of Arrangement between Reliance Infrastructure Limited (“the Demerged Company” or “RInfra”) and Reliance Energy Generation Limited (“the Resulting Company No. 1” or “REGL”) and Reliance Goa and Samalkot Power Limited (“the Resulting Company No. 2” or “RGSL”) and Reliance Power Transmission Limited (“the Resulting Company No. 3” or “RPTL”) and Reliance Energy Limited (“the Resulting Company No. 4” or “REL”) and Reliance Infraventures Limited (“the Resulting Company No. 5” or “RIVL”) and Reliance Property Developers Limited (“the Resulting Company No. 6” or “RPDL”) and Their Respective Shareholders and Creditors. RELIANCE PROPERTY DEVELOPERS LIMITED , a company incorporated under the Companies Act, 1956 having its registered office at H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710 ) ) ) ) ) ) ……Applicant Company 2 Called for Summons for Direction Coram: A. M. Khanwilkar, J. Date: 8th May, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the 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 and Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2nd day of May, 2009 of Mr. Ashish Karyekar, Authorised Signatory 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 Reliance Property Developers Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between Reliance Infrastructure Limited, the 3 Demerged Company and Reliance Energy Generation Limited, the Resulting Company No. 1 and Reliance Goa and Samalkot Power Limited, the Resulting Company No. 2 and Reliance Power Transmission Limited, the Resulting Company No. 3 and Reliance Energy Limited, the Resulting Company No. 4 and Reliance Infraventures Limited, the Resulting Company No. 5 and Reliance Property Developers Limited, the Applicant / Resulting Company No. 6 and their respective Shareholders and Creditors is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company which are annexed as ‘Exhibit H1 to H 8’ to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of Reliance Property Developers Limited, the Applicant Company, as mentioned in paragraph 16 of the affidavit, in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Reliance Property Developers Limited , the Applicant 4 Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between Reliance Infrastructure Limited, the Demerged Company and Reliance Energy Generation Limited, the Resulting Company No. 1 and Reliance Goa and Samalkot Power Limited, the Resulting Company No. 2 and Reliance Power Transmission Limited, the Resulting Company No. 3 and Reliance Energy Limited, the Resulting Company No. 4 and Reliance Infraventures Limited, the Resulting Company No. 5 and Reliance Property Developers Limited, the Applicant / Resulting Company No. 6 and their respective Shareholders and Creditors 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 the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. Company Judge 5 6