THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 543 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 JSW Energy (Ratnagiri) Limited (“JSWERL” or “the Transferor Company”) with JSW Energy Limited (“JSWEL” or “the Transferee Company”) and their respective shareholders and creditors JSW ENERGY (RATNAGIRI) LIMITED, a Company incorporated under the Companies Act, 1956 and having its registered office at Jindal Mansion, 5A, Dr G Deshmukh Marg, Mumbai 400026 ) ) ) ) ) ) ) ……Applicant Company Called Summons for Direction Coram: S. J. Vazifdar, J Date: 6th August, 2010 Mr. Virag Tulzapurkar, Senior Counsel with Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. 1 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 31st day of July, 2010 of Mr. Sampath Madhavan, Authorised Signatory of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1) That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of JSW Energy (Ratnagiri) Limited with JSW Energy Limited 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 ‘H1’ to ‘H8’ of the Affidavit in support of the Summons for Direction. 2) That the convening and holding of meeting of the Secured Creditors of the Applicant Company to consider if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of JSW Energy (Ratnagiri) Limited with JSW Energy Limited and their respective 2 shareholders and creditors, is dispensed with in view of the averment made in paragraph 16 of the Affidavit, in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the petition to all its Secured Creditors by R.P.A.D and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi, both having circulation in Mumbai. The said undertaking is accepted. 3) That the convening and holding of meeting of the Unsecured Creditors of the Applicant Company, to consider, and if thought fit, approve, with or without modifications, the proposed arrangement embodied in the Scheme of Amalgamation of JSW Energy (Ratnagiri) Limited with JSW Energy Limited and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 17 of the affidavit, in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition to all its Unsecured Creditors by R.P.A.D and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi, Both having circulation in Mumbai. The said undertaking is accepted. 3 4) That in view of the averments made in paragraphs 18, 19 and 20 of the Affidavit in support of Summons for Direction, the filing of a separate Application and Petition by JSW Energy Limited, the Transferee Company is dispensed with. (S.J.Vazifdar, J) 4