1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.128 OF 2011 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 Arrangement between Essel Infraprojects Limited (“Applicant/Demerged Company”) and Lahore Badshahs Private Limited (“Resulting Company”) and their respective shareholders LAHORE BADSHAHS PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 135, Continental Building, Dr. Annie Besant Road, Worli, Mumbai – 400 018. ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. DHARMADHIKARI, J Date: 25th February, 2011 Mr. Hemant Sethi i/b.Hemant Sethi & Co., Advocate 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. Hemant Sethi 2 instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 17th day of February, 2011 of Mr. Ashok Sanghvi, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Lahore Badshahs Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Essel Infraprojects Limited, the Demerged Company with Lahore Badshahs Private Limited, the Applicant/Resulting Company and their respective shareholders, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ to ‘J2’ to the Affidavit in support of Company Summons for Direction. 2. That there are no Secured Creditors in the Applicant Company, as stated in paragraph 16 of the Affidavit in support of Company 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 Lahore Badshahs Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between Essel Infraprojects Limited, the Demerged Company with Lahore Badshahs Private Limited, the Applicant/Resulting Company 3 and their respective shareholders is dispensed with in view of the averments made in paragraph 18 of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon its Sole Unsecured Creditor and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. (S. C. DHARMADHIKARI, J)