1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 698 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation and Arrangement OF Blue Niles Holdings Limited (‘Transferor Company 1’) AND Kestrel Investments Limited ( ‘Transferor Company 2’) AND Petrochem International Limited (‘Transferor Company 3’) AND RPG Cellular Investments And Holdings Private Limited (‘Transferor Company 4’) AND South Asia Electricity Holdings Limited (‘Transferor Company 5’) AND Swallow Associates Limited (‘Transferee Company’) AND Their Respective Shareholders and Creditors RPG Cellular Investments And Holdings Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 463 Dr. Annie Besant Road, Worli, Mumbai, Maharashtra – 400 030, India ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S.C. Dharmadhikari, J Date: 2nd December, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocate for Applicant Company MINUTES OF ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., for the Applicant 2 Company, AND UPON READING the Affidavit dated 14th November, 2011 of Mrs. Archana Bansal, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1 That convening and holding the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement of Blue Niles Holdings Limited, the Transferor Company 1, Kestrel Investments Limited, the Transferor Company 2, Petrochem International Limited, the Transferor Company 3, RPG Cellular Investments and Holdings Private Limited, the Applicant/Transferor Company 4‘, South Asia Electricity Holdings Limited, the Transferor Company 5 with Swallow Associates 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 Exhibits ‘D1’ to ‘D5’ to the Affidavit in support of the Summons for Direction. 2 That convening and holding of the meeting of the 15% Redeemable Non-Cumulative Preference Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement of Blue Niles Holdings Limited, the Transferor Company 1, Kestrel Investments Limited, the Transferor Company 2, Petrochem International Limited, ‘the Transferor Company 3, RPG Cellular Investments and Holdings Private Limited, ‘the Applicant/ Transferor Company 4‘ and South Asia Electricity Holdings Limited, the Transferor Company 5 with Swallow Associates Limited , the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by all the 15% Redeemable Non-Cumulative Preference shareholders of the Applicant Company, which are annexed as Exhibit F1 to F4 to the Affidavit in support of the Summons for Directions. 3 That convening and holding of the meeting of the 10% Redeemable Non-Cumulative Preference Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement of Blue Niles Holdings Limited, the Transferor Company 1, Kestrel Investments Limited, the Transferor Company 2, Petrochem International Limited, ‘the Transferor Company 3, RPG Cellular Investments and Holdings Private Limited, the Applicant/ Transferor 3 Company 4 and South Asia Electricity Holdings Limited, the Transferor Company 5 with Swallow Associates Limited, ‘the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by all the 10% Redeemable Non-Cumulative Preference shareholders of the Applicant Company, which are annexed as Exhibit F 5 to F7 to the Affidavit in support of the Summons for Directions. 4 That convening and holding of the meeting of the 9% Redeemable Non-Cumulative Preference Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement of Blue Niles Holdings Limited, the Transferor Company 1, Kestrel Investments Limited, the Transferor Company 2, Petrochem International Limited, the Transferor Company 3, RPG Cellular Investments and Holdings Private Limited, the Applicant/ Transferor Company 4, South Asia Electricity Holdings Limited, the Transferor Company 5 with Swallow Associates Limited, the Transferee Company and their respective shareholders and creditors is dispensed with in view of the consent given by sole 9% Redeemable Non- Cumulative Preference shareholder of the Applicant Company, which are annexed as Exhibit F8 to the Affidavit in support of the Summons for Directions. 5 That there are no Secured Creditors in the Applicant Company, as stated in paragraph 11 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 6 That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Amalgamation and Arrangement of Blue Niles Holdings Limited, the Transferor Company 1, Kestrel Investments Limited, the Transferor Company 2, Petrochem International Limited, the Transferor Company 3, RPG Cellular Investments and Holdings Private Limited, the Applicant/ Transferor Company 4, South Asia Electricity Holdings Limited, the Transferor Company 5, with Swallow Associates Limited, the Transferee Company, and their respective shareholders and creditors is dispensed with in view of the averment made in paragraph 12 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve an individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also to publish 4 the notice of hearing of the Petition in the local newspapers, viz., Free Press Journal in English language and Maharashtra Times in Marathi language, both circulated in Mumbai. The Undertaking is accepted. (S.C. Dharmadhikari, J)