1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.480 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter Essar Investments Limited; And In the matter of Scheme of Amalgamation of Prajkta Finance and Trading Limited and Reclame Commercials and Securities Private Limited and Trikaya Investments Limited and Santa Securities Private Limited and Essar Aluminium Orissa Limited and Essar Steel Maharashtra Limited and Essar Pipeline Limited and Essar SEZ Jamnagar Limited with Essar Investments Limited and their respective shareholders and creditors. Essar Investments Limited ) a company incorporated under ) the Companies Act, 1956 and having ) its Registered Office at Essar House,11 ) Keshavrao Khadye Marg, Mahalaxmi, ) Mumbai 400034, Maharashtra ) ...Applicant/Transferee Company Called for Summons for Directions 2 Coram : S. C. Dhramadhikari, J. Dated : 23rd April, 2009 Mr. Amish Shroff i/b Rajani Associates for Applicant MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mr. Amish Shroff instructed by Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 26th day of March, 2009 of Mr. R Vijay, the Authorised Signatory of the Applicant, in support of the Summons for Directions and the Exhibits referred thereto, IT IS ORDERED:- 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit approving the arrangement embodied in the proposed Scheme of Amalgamation of Prajkta Finance and Trading Limited (the "First Transferor Company") and Reclame Commercials and Securities Private Limited (the "Second Transferor Company") and Trikaya Investments Limited (the "Third Transferor Company") and Santa Securities Private Limited (the "Fourth Transferor Company") and Essar Aluminium Orissa Limited (the "Fifth Transferor Company") and Essar Steel Maharashtra Limited (the "Sixth Transferor Company") and Essar Pipeline Limited (the "Seventh Transferor Company") and Essar SEZ Jamnagar Limited (the "Eight Transferor Company") with Essar Investments Limited (the "Applicant"/ ''Transferee Company'') and their respective shareholders and creditors is dispensed with as all the Equity Shareholders have given their consent to the Scheme of Amalgamation which are annexed at Exhibit V-1 to Exhibit V-9 to the Affidavit in Support of Summons for Direction. 3 2. That the convening and holding of the meeting of the Preference Shareholders of the Applicant, for the purpose of considering and, if thought fit approving the arrangement embodied in the proposed Scheme of Amalgamation of Prajkta Finance and Trading Limited (the "First Transferor Company") and Reclame Commercials and Securities Private Limited (the "Second Transferor Company") and Trikaya Investments Limited (the "Third Transferor Company") and Santa Securities Private Limited (the "Fourth Transferor Company") and Essar Aluminium Orissa Limited (the "Fifth Transferor Company") and Essar Steel Maharashtra Limited (the "Sixth Transferor Company") and Essar Pipeline Limited (the "Seventh Transferor Company") and Essar SEZ Jamnagar Limited (the "Eight Transferor Company") with Essar Investments Limited (the "Applicant"/ ''Transferee Company'') and their respective shareholders and creditors is dispensed with as all the Preference Shareholders have given their consent to the Scheme of Amalgamation which are annexed at Exhibit X-1 to Exhibit X-4 to the Affidavit in Support of Summons for Direction. 3. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 of the Affidavit in Support of Summons for Direction. Hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise. 4. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant for the purpose of considering and, if thought fit approving the arrangement embodied in the proposed Scheme of Amalgamation of Prajkta Finance and Trading Limited (the "First Transferor Company") and Reclame Commercials and Securities Private Limited (the "Second Transferor Company") and Trikaya Investments Limited (the "Third Transferor Company") and Santa Securities Private Limited (the "Fourth Transferor Company") and Essar Aluminium Orissa Limited (the "Fifth Transferor Company") and Essar Steel 4 Maharashtra Limited (the "Sixth Transferor Company") and Essar Pipeline Limited (the "Seventh Transferor Company") and Essar SEZ Jamnagar Limited (the "Eight Transferor Company") with Essar Investments Limited (the "Applicant"/ ''Transferee Company'') is dispensed with as the Applicant/Transferee Company undertakes to issue individual notice of the date of hearing of Petition by Registered Post Acknowledgement to all its Unsecured Creditors and also to publish the same in one issue each of the daily newspaper in the English language and daily newspaper in the marathi language having circulation in Mumabai. The Undertaking is accepted. 5. Issuance of Certified copy of this order is expedited. COMPANY JUDGE