1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 537 OF 2010 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 Composite Scheme of Arrangement between Reliance Natural Resources Limited (‘RNRL’) and Reliance Power Limited (‘RPower’) and Atos Trading Private Limited (‘ATPL’) and Atos Mercantile Private Limited (‘AMPL’) and Coastal Andhra Power Infrastructure Limited (‘CAPIL’) and Reliance Prima Limited (‘RPL’) and Reliance Futura Limited (‘RFL’) and their respective Shareholders and Creditors. 2 RELIANCE POWER LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710. ) ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Vazifdar J. Date: 6th August, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON 3 READING the Affidavit dated 29th July, 2010 of Mr. Paresh Rathod, Company Secretary of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the meeting of the Equity Shareholders of Reliance Power Limited, the Applicant Company, be convened and held at Rangsharda Natyamandir, Bandra Reclamation, Bandra (W), Mumbai 400 050 on Saturday, 4th day of September, 2010 at 10.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Composite Scheme of Arrangement between Reliance Natural Resources Limited and Reliance Power Limited and Atos Trading Private Limited and Atos Mercantile Private Limited and Coastal Andhra Power Infrastructure Limited and Reliance Prima Limited and Reliance Futura Limited and their respective Shareholders and Creditors. 4 2. That at least 21 clear days before the respective Meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 and the prescribed form of 5 proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notices convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) 6 iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 5. That Justice M. H. Kania, Former Chief Justice of India, and failing him, Mr. S.L. Rao, Director of the Applicant Company, and failing him, Mr. J. L. Bajaj, Director of the Applicant Company, shall be the Chairman of the aforesaid Meeting of the Equity Shareholders to be held at Rangsharda Natyamandir, Bandra Reclamation, Bandra (W), Mumbai 400 050 on Saturday, 4th day of September, 2010 at 10.00 a.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 7 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be five (5) Equity Shareholders members present in person. 8. That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai 400 710, not later than, 48 hours before the aforesaid Meeting, as per Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are disputed, the Chairman of the meeting shall determine the 8 value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 10. That the Chairman of the meeting to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 11. There are no Secured Creditors in the Applicant Company, as mentioned in paragraph 43 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 12. 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 Composite Scheme of Arrangement between Reliance 9 Natural Resources Limited and Reliance Power Limited and Atos Trading Private Limited and Atos Mercantile Private Limited and Coastal Andhra Power Infrastructure Limited and Reliance Prima Limited and Reliance Futura Limited and their respective Shareholders and Creditors is dispensed with in view of the averment made in paragraph 44 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. J. Vazifdar J.)