IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 811 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 Scheme of Amalgamation of Reliance Infraprojects Limited (“the Transferor Company” or “RIPL” ) with Reliance Infrastructure Limited (“the Transferee Company” or “RInfra”) and their respective shareholders and creditors RELIANCE INFRAPROJECTS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Reliance Energy Centre, Santa Cruz (E), Mumbai – 400 055. ) ) ) ) ) ) ) ) ……..Applicant Company 2 Called Summons for Direction Coram: S. J. Vazifdar, J. Date: 10th December, 2010 Mr. Rajesh Shah i/b. M/s 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 READING the Affidavit dated 3rd December, 2010 of Mohan Limaye, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Reliance Infraprojects Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed 3 arrangement embodied in the Scheme of Amalgamation of Reliance Infraprojects Limited, the Applicant Company with Reliance Infrastructure Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ to ‘J7’ to the Affidavit in support of Summons for Direction. 2. That there are no Secured Creditors in Reliance Infraprojects Limited, the Applicant Company, as stated in paragraph 16 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. 3. That convening and holding the meeting of the sole Unsecured Creditor of Reliance Infraprojects Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of 4 Reliance Infraprojects Limited, the Applicant Company, with Reliance Infrastructure Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit ‘K’ to the Affidavit in support of Summons for Direction. 4. That the filing of a separate Company Summons for Direction, Company Scheme Petition and a separate process in relation to the said Scheme by Reliance Infrastructure Limited, the Transferee Company, is dispensed with in view of the averments made in paragraphs 18 to 20 of the Affidavit in Support of Summons for Direction. (S. J. Vazifdar J.)