IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.598 OF 2009 1 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 Reliance Infrastructure Limited (“the Demerged Company” or “RInfra”) and Reliance Energy Generation Limited (“the Resulting Company No. 1” or “REGL”) and Reliance Goa and Samalkot Power Limited (“the Resulting Company No. 2” or “RGSL”) and Reliance Power Transmission Limited (“the Resulting Company No. 3” or “RPTL”) and Reliance Energy Limited (“the Resulting Company No. 4” or “REL”) and Reliance Infraventures Limited (“the Resulting Company No. 5” or “RIVL”) and Reliance Property Developers Limited (“the Resulting Company No. 6” or “RPDL”) and Their Respective Shareholders and Creditors. RELIANCE INFRASTRUCTURE LIMITED , a company incorporated under the Companies Act, 1956 having its registered office at 3rd Floor, Reliance Energy Centre, Santa Cruz (E), Mumbai – 400 055. ) ) ) ) ) ) ……Applicant Company 2 Called for Summons for Direction Coram: A. M. Khanwilkar J. Date: 8th May, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 2nd day of May, 2009 read with Additional Affidavit dated 4th day of May, 2009 and further Additional Affidavit dated 8th day of May, 2009 of Mr. S. Sankaran, Additional Vice President of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That the meeting of the Equity Shareholders of Reliance Infrastructure Limited, the Applicant Company be convened and 3 held at Rangsharda Natyamandir, Bandra Reclamation, Bandra (West), Mumbai - 400 050 on Tuesday, the 9th day of June, 2009 at 11.00 a.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement between Reliance Infrastructure Limited, the Applicant / Demerged Company and Reliance Energy Generation Limited, the Resulting Company No. 1 and Reliance Goa and Samalkot Power Limited, the Resulting Company No. 2 and Reliance Power Transmission Limited, the Resulting Company No. 3 and Reliance Energy Limited, the Resulting Company No. 4 and Reliance Infraventures Limited, the Resulting Company No. 5 and Reliance Property Developers Limited, the Resulting Company No. 6 and their respective Shareholders and Creditors. 2. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at 4 the office of its advocates, shall be published once each in Free Press Journal, in English and Maharashtra Times in Marathi, both circulated at Mumbai. Publication in Maharashtra Government Gazette is dispensed. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to a) issue Notice convening meeting of the shareholders as per Form No. 36 (Rule 73) b) issue Form of Proxy as per Form No. 37 (Rule 73) 5 c) advertise the Notice convening meeting as per Form No. 38 (Rule 74) d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted. That Mr. Justice M. H. Kania (Retired Chief Justice of India), of the Applicant Company, failing him, Mr. Shri S. L. Roa, Director of the Applicant Company of the Applicant Company shall be the Chairman of the aforesaid meeting to be held at Rangsharda Natyamandir, Bandra Reclamation, Bandra (West), Mumbai - 400 050 on Tuesday, 9th day of June, 2009, at 11.00 a.m. or any adjournment or adjournments thereof. 5. That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. The chairman shall have all power under the Article of Association of the company and under the company (Court) Rules, 1959 in relation to conduct of the meeting including the deciding procedural question that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the Scheme / resolution if any, proposed at the meeting by any person(s). 6 6. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (Five) members present in person. 7. That voting by proxy/ authorized representative be permitted, provided that a proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at 3rd Floor, Reliance Energy Centre, Santa Cruz (E), Mumbai – 400 055, not later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 8. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 9. That the Chairman do report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 10. That convening and holding the meeting of the Secured Creditors of Reliance Infrastructure Limited , the Applicant Company, to consider and, if thought fit, approve, with or without modifications, 7 the proposed Scheme of Arrangement between Reliance Infrastructure Limited, the Applicant / Demerged Company and Reliance Energy Generation Limited, the Resulting Company No. 1 and Reliance Goa and Samalkot Power Limited, the Resulting Company No. 2 and Reliance Power Transmission Limited, the Resulting Company No. 3 and Reliance Energy Limited, the Resulting Company No. 4 and Reliance Infraventures Limited, the Resulting Company No. 5 and Reliance Property Developers Limited, the Resulting Company No.6 and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 43 of the affidavit, in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. 11. That convening and holding the meeting of the Unsecured Creditors of Reliance Infrastructure Limited , the Applicant Company, to consider and, if thought fit, approve, with or without 8 modifications, the proposed Scheme of Arrangement between Reliance Infrastructure Limited, the Applicant / Demerged Company and Reliance Energy Generation Limited, the Resulting Company No. 1 and Reliance Goa and Samalkot Power Limited, the Resulting Company No. 2 and Reliance Power Transmission Limited, the Resulting Company No. 3 and Reliance Energy Limited, the Resulting Company No. 4 and Reliance Infraventures Limited, the Resulting Company No. 5 and Reliance Property Developers Limited, the Resulting Company No.6 and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 44 of the affidavit and paragraph 4 of the Additional Affidavit dated 8th May, 2009, in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to those Unsecured Creditors having an outstanding balance of Rs. 20 lacs or more and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both having circulation in Mumbai. Publication in Maharashtra Government Gazette is dispensed. The undertaking is accepted. 9 Company Judge 10