IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION

COMPANY APPLICATION NO.412 OF 2009

In the matter of the Companies Act, 1956;

-And-

In the matter of Sections 391 to 394 of the

Companies Act, 1956;

-And-

In the matter of the Scheme of Amalgamation of

(1) Anadha Mercantile Private Limited,

(2) Anumati Enterprise Private Limited,

(3) BecRel Engineering Private Limited,

(4) Pipeline Infrastructure (India) Private Limited,

(5) Reliance Commercial Holding Private Limited,

(6) Reliance Engineering Associates Private Limited,

(7) Reliance Exploration Private Limited,

(8) Reliance Investment Enterprises Private Limited and

(9) Reliance Logistics Private Limited with

(10) Reliance Ports And Terminals Limited.

Pipeline Infrastructure (India) Private Limited,

)

1

a company incorporated under the Companies Act,

)

1956 and having its registered office at

)

84-A, Mittal Court, 224, Nariman Point,

)

Mumbai – 400 021, Maharashtra

) …Applicant Company

CALLED SUMMONS FOR DIRECTION

Coram: S. J. Vazifdar, J.

Date: 3^rd April 2009

Mr. Arif Doctor i/b M/s. Junnarkar & Associates for Applicant.

MINUTES OF THE ORDER

Upon the Application of the Applicant Company abovenamed by a Summons for Direction

and UPON HEARING Mr. Arif Doctor i/b M/s Junnarkar & Associates, Advocates for

the Applicant Company, AND UPON READING the Affidavit dated 30^th March 2009 of

Shri Swatantra K. Sethi, Authorised Signatory of the Applicant Company in support of the

Summons for Directions and IT IS ORDERED:-

[1]

That in view of the Applicant Company having obtained the consents in writing of

all its 7 (seven) Equity Shareholders, which are annexed as Exhibit “F2” to

Exhibit “F8” to the Affidavit in support of the Summons for Directions, the

convening and holding of the meeting of Equity Shareholders of the Applicant

Company to consider and approve the arrangement embodied in the Scheme of

Amalgamation of Anadha Mercantile Private Limited, Anumati Enterprise Private

Limited, BecRel Engineering Private Limited, Pipeline Infrastructure (India)

Private Limited, Reliance Commercial Holding Private Limited, Reliance

Engineering Associates Private Limited, Reliance Exploration Private Limited,

2

Reliance Investment Enterprises Private Limited and Reliance Logistics Private

Limited (the “Transferor Companies”) with Reliance Ports And Terminals

Limited (the “Transferee Company”), is dispensed with;

[2]

That in view of the Applicant Company having obtained the consents in writing of

the holder / acquirer of its Preference Shares, which are annexed as Exhibit “G2”

and Exhibit “G3” to the Affidavit in support of the Summons for Directions, the

convening and holding of the meeting of Preference Shareholders of the Applicant

Company to consider and approve the arrangement embodied in the Scheme of

Amalgamation of Anadha Mercantile Private Limited, Anumati Enterprise Private

Limited, BecRel Engineering Private Limited, Pipeline Infrastructure (India)

Private Limited, Reliance Commercial Holding Private Limited, Reliance

Engineering Associates Private Limited, Reliance Exploration Private Limited,

Reliance Investment Enterprises Private Limited and Reliance Logistics Private

Limited (the “Transferor Companies”) with Reliance Ports And Terminals

Limited (the “Transferee Company”), is dispensed with;

[3]

That in view of the Applicant Company having only 2 (two) Secured Creditors and

the Applicant Company undertaking to obtain the approval and consent in writing

of both of its Secured Creditors prior to the filing of the Petition for sanction of this

Court to the Scheme of Amalgamation, the convening and holding of the meeting

of Secured Creditors of the Applicant Company to consider and approve the

arrangement embodied in the Scheme of Amalgamation of Anadha Mercantile

Private Limited, Anumati Enterprise Private Limited, BecRel Engineering Private

Limited, Pipeline Infrastructure (India