IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 131 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Helios Constructions Private Limited (Transferor Company) with Hindustan Electricity Generation Company Private Limited (Transferee Company) and their respective shareholders and creditors HELIOS CONSTRUCTIONS PRIVATE LIMITED, a Company incorporated under the Companies Act, 1956 and having its registered office at 514, Dalamal Towers, 211, FPJ Marg, Nariman Point, Mumbai- 400 021 ) ) ) ) ) ) ) ) ) ) ……Applicant Company 1 Called Summons for Direction Coram: S.J. Kathawalla, J. Date: 11th February, 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 Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 4th February, 2010 of Mr. Girish L Papat, the Constituted Power of Attorney Holder of Mr. Niranjan Hiranandani, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Helios Constructions Private Limited the Applicant / Transferor Company for the purpose of 2 considering and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation of Helios Constructions Private Limited, the Transferor Company with Hindustan Electricity Generation Company Private Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibit “D1” and “D2” to the affidavit in support of Summons for Direction. 2) There are no Secured Creditors of Helios Constructions Private Limited the Applicant / Transferor Company as mentioned in Paragraph 16 of the Affidavit in support of Summons for Direction. Hence the question of convening and holding the meetings of Secured Creditors of the Applicant Company does not arise. 3) That the convening and holding of the meeting of the Unsecured Creditors of Helios Constructions Private Limited the Applicant / Transferor Company for considering and, if 3 thought fit, approving, with or without modification(s),Scheme of Amalgamation of Helios Constructions Private Limited, the Transferor Company with Hindustan Electricity Generation Company Private Limited, the Transferee Company and their respective shareholders and creditors is dispensed with, in view of the consent given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibit “F1” to “F4” to the affidavit in support of Summons for Direction. (S.J. Kathawalla, J) 4