IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.410 OF 2009 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Amalgamation of (1) Anadha Mercantile Private Limited, (2) Anumati Enterprise Private Limited, (3) BecRel Engineering Private Limited, (4) Pipeline Infrastructure (India) Private Limited, (5) Reliance Commercial Holding Private Limited, (6) Reliance Engineering Associates Private Limited, (7) Reliance Exploration Private Limited, (8) Reliance Investment Enterprises Private Limited and (9) Reliance Logistics Private Limited with (10) Reliance Ports And Terminals Limited. Anumati Enterprise Private Limited, ) 1 a company incorporated under the Companies Act, ) 1956 and having its registered office at ) 147, 14th Floor, Atlanta, Nariman Point, ) Mumbai – 400 021, Maharashtra. ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram: S. J. Vazifdar, J. Date: 3rd April 2009 Mr. Arif Doctor i/b M/s. Junnarkar & Associates for Applicant. MINUTES OF THE ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Mr. Arif Doctor i/b M/s Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th March 2009 of Shri Swatantra K. Sethi, Authorised Signatory of the Applicant Company in support of the Summons for Directions and IT IS ORDERED:- [1] That in view of the Applicant Company having obtained the consents in writing of all its 7 (seven) Equity Shareholders, which are annexed as Exhibit “F2” to Exhibit “F8” to the Affidavit in support of the Summons for Directions, the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Anadha Mercantile Private Limited, Anumati Enterprise Private Limited, BecRel Engineering Private Limited, Pipeline Infrastructure (India) Private Limited, Reliance Commercial Holding Private Limited, Reliance Engineering Associates Private Limited, Reliance Exploration Private Limited, 2 Reliance Investment Enterprises Private Limited and Reliance Logistics Private Limited (the “Transferor Companies”) with Reliance Ports And Terminals Limited (the “Transferee Company”), is dispensed with; [2] That in view of the Applicant Company having obtained the consents in writing of both of its Preference Shareholders, which are annexed as Exhibit “G2” and Exhibit “G3” to the Affidavit in support of the Summons for Directions, the convening and holding of the meeting of Preference Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of Anadha Mercantile Private Limited, Anumati Enterprise Private Limited, BecRel Engineering Private Limited, Pipeline Infrastructure (India) Private Limited, Reliance Commercial Holding Private Limited, Reliance Engineering Associates Private Limited, Reliance Exploration Private Limited, Reliance Investment Enterprises Private Limited and Reliance Logistics Private Limited (the “Transferor Companies”) with Reliance Ports And Terminals Limited (the “Transferee Company”), is dispensed with; [3] That the Applicant Company has no Secured Creditors, as stated in Paragraph 20 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; [4] That in view of the Applicant Company having obtained the consent in writing of its sole Unsecured Creditor, which is annexed as Exhibit “H” to the Affidavit in support of the Summons for Directions, the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the the arrangement embodied in the Scheme of Amalgamation of Anadha Mercantile Private Limited, Anumati Enterprise Private Limited, BecRel Engineering Private Limited, Pipeline Infrastructure (India) Private Limited, Reliance Commercial Holding Private Limited, Reliance Engineering Associates Private Limited, Reliance Exploration Private Limited, Reliance Investment Enterprises Private 3 Limited and Reliance Logistics Private Limited (the “Transferor Companies”) with Reliance Ports And Terminals Limited (the “Transferee Company”), is dispensed with. [5] That in view of the averments made in Paragraphs 25 to 27 of the Affidavit in support of Summons for Directions, Reliance Ports And Terminals Limited, the Transferee Company is not required to file a separate Application / Petition for obtaining sanction to the present Scheme. Company Judge 4