IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 162 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of INTEGRATED RENEWABLE ENERGY PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 24/A, Shree Laxmi Niwas, M.G. Road, Ghatkopar (West), Mumbai-400 086 AND In the matter of SCHEME OF AMALGAMATION BETWEEN ESCUBE PORTS LIMITED …First Transferor Company INTEGRATED RENEWABLE ENERGY PRIVATE LIMITED (IREPL) …Second Transferor Company AND INTEGRATED COREINFRA LIMITED …… Transferee Company INTEGRATED RENEWABLE ENERGY PRIVATE LIMITED , a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at 24/A, Shree Laxmi Niwas, M.G. Road, Ghatkopar(West),Mumbai-400 086……Applicant/Second Transferor Company Called Summons for Direction Coram: S.C. Dharmadhikari, J. Date: 4th March, 2011 2 Mr. Naser Ali i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant MINUTES OF THE ORDER UPON the application of Integrated Renewable Energy Private Limited, the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Naser Ali, Advocate for the Company and upon reading the Affidavit dated 24th February, 2011 of Ms. Megha Gupta, Authorised Signatory of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘A’ being a copy of the Proposed Scheme of Amalgamation), IT IS ORDERED: 1. That convening and holding the Meeting of the Equity Shareholders of the Applicant/ Second Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Escube Ports Limited and Integrated Renewable Energy Private Limited with Integrated Coreinfra Limited, the Transferee Company is dispensed in view of the consents given by both the Equity Shareholders of the Applicant / Second Transferor Company, which are annexed as Exhibits ‘E-1 and E-2’ to the Affidavit – in – Support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant/Second Transferor Company, as stated in paragraph 35 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding meeting of the Secured Creditors does not arise. 3 3. That convening and holding the Meeting of the Unsecured Creditor, of the Applicant / Second Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Escube Ports Limited and Integrated Renewable Energy Private Limited with Integrated Coreinfra Limited, the Transferee Company is dispensed with in view of consents given by the 5 out of 6 Unsecured Creditors, which are annexed as Exhibits ‘F-1 to F-5’ to the Affidavit – in – Support of the Summons for Direction and in view of the undertaking given by the Applicant in paragraph 36 (c) of the said Affidavit to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditor whose consent is not obtained. The said Undertaking is accepted. (S.C. Dharmadhikari, J.)