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Memorandum of Association Articles of Association of Reliance

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Memorandum of Association Articles of Association of Reliance Powered By Docstoc
					 Memorandum of Association &
   Articles of Association of


 Reliance Infrastructure Limited




             (Revised up to July 24, 2009)




                  Registered Office

Reliance Energy Centre, Santa Cruz (E), Mumbai 400 055
                                         INDEX
                                                                    Page Nos.

                                Certificate of Incorporation
                          Certificate of commencement of business

Memorandum of Association                                                 1-16

Articles of Association                                                   16-58

Interpretation                                                            16
Capital and increase and Reduction in Capital                             17
Shares and Certificates                                                   19
Underwriting and Brokerage                                                22
Interest out of Capital                                                   22
Calls                                                                     22
Forfeiture of Shares                                                      24
Transfer and Transmission of Shares                                       24
Copies of Memorandum and Articles to be sent to Members                   29
Borrowing Powers                                                          29
Conversion of Shares into Stock                                           30
Meeting of Members                                                        30
Votes of Members                                                          33
Directors                                                                 35
Proceedings and Power of the Directors                                    42
Managing/Whole - time Director(s)                                         49
The Seal                                                                  50
Dividends                                                                 51
Accounts                                                                  52
Audit                                                                     55
Documents and Notices                                                     56
Winding - up                                                              57
Indemnity and Responsibility                                              58
                                         Abstract
                                            of
                                 Articles of Association
                                            of
                             Reliance Infrastructure Limited


                                                       Articles   Page Nos.

Table A not to apply                                      1          16
Interpretation
Interpretation Clause                                     2          16
"The Company" or " this Company"                          2          16
"The Act"                                                 2          16
"Auditors"                                                2          16
"Beneficial Owner"                                        2          16
"Board"                                                   2          16
"Capital"                                                 2          16
"Depositories Act 1996"                                   2          16
"Depositories"                                            2          16
"Directors"                                               2          17
"Dividend"                                                2          17
Gender                                                    2          17
"In writing" and "Written"                                2          17
Marginal Notes                                            2          17
"Members"                                                 2          17
"Meeting" or "General Meeting"                            2          17
"Annual General Meeting"                                  2          17
"Meeting-Extraordinary General Meeting"                   2          17
"Month"                                                   2          17
"Office"                                                  2          17
"Paid Up"                                                 2          17
"Persons"                                                 2          17
"Proxy"                                                   2          17

"Register of Members"                                     2          17
"The Registrar                                            2          17
"Seal"                                                    2          17
                                                Article        Page Nos.


"Share"                                                   2         17
"Singular Number"                                         2         17
"Special Resolution"                                      2         17
"Year" and "Financial Year"                               2         17
Capital and Increase and Reduction in Capital
Amount of Capital                                         3         18
Increase of Capital by the Company and
how carried into effect                                   4         18

New Capital same as existing Capital                      5         18
Redeemable Preference Shares                              6         18
Provisions to apply on issue to
Redeemable Preference shares                              7         18
Buy-Back of Shares                                        7a        19
Reduction of Capital                                      8         19
Sub-division and consolidation of shares                  9         19
Modification of rights                                    10        19

Shares and Certificates

Register and Index of Members                             11        20

Shares to be numbered progressively
and no share to be sub-divided                            12        20

Restriction on allotment                                  13        20
Further issue of capital                                  14        20
Shares under control of Directors                         15        20
Power also to Company in General
Meeting to issue shares                                   16        20

Acceptance of Shares                                      17        21
Deposit and calls etc., to be a debt
payable immediately                                       18        21

Liability of Members                                      19        21

Share Certificate                                         20        21
Renewal of Certificates                                   21        21
                                                         Articles   Page Nos.

The first named of joint-holders
deemed sole holder                                          22         21

Company to treat the person’s name in the
Register of Members as the holder of Share Certificate      23         22

Company not bound to recognise any interest
in share other than that of registered holder               23A        22

Funds of Company may not be applied in
purchase of shares of the Company                           24         22
Underwriting and Brokerage
Commission may be paid                                      25         22
Brokerage                                                   26         22
Interest out of Capital
Interest may be paid out of Capital                         27         22
Calls
Directors may make calls                                    28         23
Notice of calls                                             29         23
Calls to date from resolution                               30         23
Directors may extend time                                   31         23
Calls to carry interest                                     32         23
Proof on trial of suit for money due on share               33         23
Partial payment not to preclude forfeiture                  34         23
Payment in anticipation of calls
may carry interest                                          35         23
Company's Lien on Shares                                    36         24
As to enforcing lien by sale                                37         24
Application of proceeds of sale                             38         24
Forfeiture of Shares
If money payable on share not paid,
notice to be given to member                                39         24
Terms of Notice                                             40         24
In default of payment shares to be forfeited                41         24
Notice of forfeiture to a Member                            42         24

Forfeited share to be the property of
the Company and may be sold, etc.                           43         25
                                                  Articles   Page Nos.


Members still liable to pay money owing
at time of forfeiture and interest                   44         25

Effect of forfeiture                                 45         25

Validity of sale under Articles 37 and 43            46         25

Cancellation of Share Certificates in
respect of forfeited Shares and issue
of new Certificates                                  47         25

Power to annul forfeiture                            48         25
Transfer and Transmission of Shares
Register of Transfers                                49         25
Form of Transfer                                     50         25
To be executed by Transferor and Transferee          51         26
Transfer Books when closed                           52         26
Directors may refuse to register transfers           53         26
Death of one or more joint-holders of shares         54         26
Title to shares of deceased member                   55         26
Compliance with the Estate Duty Act, 1953            56         26
Nomination of Shares                                 56A        27
Registration of persons entitled to
shares otherwise than by transfer                    57         28

Transfer to be presented with evidence of title      58         28

Conditions of registration of transfer               59         28

Fee on transfer or transmission                      60         28

The Company not liable for disregard of a
notice prohibiting registration of a transfer        61         28

Dematerialisation of Shares                          61A        28

Certificate not issued but kept in Electronic
and Fungible form                                    61B        29

Copies of Memorandum and Articles to be sent to Members


Copies of Memorandum and Articles of
Association to be sent by the Company                62         29
                                                   Article        Page Nos.
Borrowing Powers
Power to borrow                                              63         29
The payment or repayment of moneys borrowed                  64         29
Terms of Issue of Debentures                                 65         29
Register of Mortgages etc. to be kept                        66         29
Register and Index of Debentureholders                       67         30
Conversion of Shares into Stock
Shares may be converted into stock                           68         30
Right of stockholders                                        69         30
Meeting of Members
Annual or Ordinary General
Meeting-Annual Summary                                       70         30
Extraordinary General Meeting                                71         30
Requisition of Members to state
object of Meeting                                            72         31

On receipt of requisition, Directors to call
Meeting and in default requisitionists may do so             73         31

Meeting called by requisitionists                            74         31

Twenty-one days' notice of meeting
to be given                                                  75         31

Omission to give notice not to invalidate
a resolution passed                                          76         31

Notice of business to be given                               77         31

Quorum at General Meeting                                    78         32

If quorum not present, meeting to
be dissolved or adjourned                                    79         32

Chairman of General Meeting                                  80         32

Business confined to election of
Chairman whilst chair vacant                                 81         32

Chairman with consent may adjourn meeting                    82         32
Question at General Meeting how decided                      83         32
                                              Articles   Page Nos.

Chairman casting vote                            84         32
Poll to be taken, if demanded                    85         32
Scrutineers at poll                              86         33
In what case poll taken without adjournment      87         33

Demand for poll not to prevent
transaction of other business                    88         33

Votes of Members
Members in arrears not to vote                   89         33
Number of votes to which Member entitled         90         33
How members non compose mentis
and minor may vote                               91         33
Votes of joint Members                           92         33
Voting in person or by proxy                     93         34
Appointment of proxy                             94         34
Representation of corporations                   95         34
Deposit of Instrument of Appointment             96         34
Form of proxy                                    97         34
Validity of votes given by proxy
notwithstanding death of members                 98         34
Time for objections of votes                     99         34
Chairman of any Meeting to be the
judge of validity of any vote                    100        34
Minutes of General Meeting and
inspection thereof by Members                    101        35

Directors
Number of Directors                              102        35
Directors Ex-officio                             103        35
Debenture Directors                              104        35

Special Directors                                104A       35

Appointment of Alternate Director                105        36

Directors may fill up vacancies and
add to their number                              106        36
                                            Articles    Page Nos.

Qualification of Directors                     107         36

Remuneration of Directors                      108         36

Special Remuneration of Director
performing extra service                       109         36

Travelling etc. expenses of Directors          110         36

Directors may act notwithstanding vacancy      111         37

When office of Director to be vacated          112         37

Director may contract with Company             113         38

Disclosure of interest                         114         38

Interested Director not to participate
or vote in Board’s proceedings                 115         38

Register of Contracts in which
Directors are interested                       116         39

Directors may be Directors of
Companies promoted by the Company              117         40

Retirement and rotation of Directors           118         40

Ascertainment of Directors retiring
by rotation and filling of vacancies           119         40

Eligibility for re-election                    120         40

Company to appoint successors                  121         40

Provisions in default of appointment           122         40

Company may increase or reduce the
number of Directors                            123         41

Notice of candidature and consent              124         41

Register of Directors, etc. and
notification of change to Registrar            125(a)      42

Register of Shares or Debentures
held by Directors                              125(b)      42
                                              Articles         Page Nos.

Disclosure by Director of appointment
to any other body corporate                          126(a)       42

Disclosure by Director of holding of Shares
and Debentures of the Company, etc.                  126(b)       42

Proceedings and Powers of the Directors
Meetings of Directors                                127          42
Meetings through audio-visual media                  127A         42
Quorum                                                   128      42
Adjournment of Meeting for want of quorum            129          42
When Meeting to be convened                          130          43
Chairman and Vice-Chairman of the Board              131(b)       43
Questions at Board Meetings how decided              132          43
Powers of Board Meeting                              133          43
Directors may appoint Committees                     134          43
Meeting of Committee, how to be governed             135          43

Resolution by Circular                               136          43

Acts of Board or Committees valid
notwithstanding informal appointment                 137          44

Minutes of proceedings and of Directors
and Committees to be kept                            138          44

Powers of Directors                                  139          44

Certain powers to be exercised by
Board only at Meeting                                139A         45
Certain powers of the Board                          140          46
Secretary                                            141          48
Deleted                                              142          49
Deleted                                              143          49
Signing of Cheques, etc.                             144          49

Managing/Whole-Time Director(s)

Power to appoint Managing or
Whole-time Director(s)                               144A         49

What provisions they shall be subject to             144B         49
                                              Articles    Page Nos.

Remuneration of Managing Director or
Whole-time Director(s)                           144C        49

Powers and duties of Managing
Director or Whole-time Director(s)               144D        49

Restriction on Management                        144E        50

Certain persons not to be appointed
Managing Director or Whole-time Director(s)      144F        50

Deleted                                          145         50
Deleted                                          146         50
The Seal
The Seal, its custody and use                    147         50
Deeds how executed                               148         50
Dividends
The Company in General Meeting may
declare a dividend                               149         51

Dividends only to be paid out of profits         150         51
Interim Dividend                                 151         51

Capital paid-up in advance at interest
not to earn dividend                             152         51

Dividends in proportion to amount paid up        153         51

Retention of dividends until                     154         51

No Member to receive dividend whilst
indebted to the Company and Company’s
right of reimbursement thereout ..               155         51

Transfer of Shares must be registered            156         51
Dividends how remitted                           157         51
Unclaimed dividend                               158         52
Transfer of Shares to the Company
for Registration                                 158A        52

Dividend and call together                       159         52

Capitalisation                                   160(a)      52
                                            Articles   Page Nos.
Accounts

Directors to keep true Accounts                161        53

As to inspection of Accounts of
Books by Members                               162        53
Statement of Accounts to be furnished
in General Meeting                             163        53

Balance Sheet and Profit and Loss Account      164        54
Board’s Report                                 165        54
Balance Sheet and Auditor’s Report             166        54
Statement of Accounts shall be sent
to each Member                                 167        55

Audit

Accounts to be audited                         168        55

Appointment and qualification of Auditor       169        55

Remuneration of Auditors                       170        56

Company’s books, etc. shall always
be open to Auditors                            171        56

Auditors to receive notice of certain
meetings                                       172        56

Accounts when audited and approved
to be conclusive except as to errors
discovered within three months                 173        56

Documents and Notices

Service of documents or notices on
Members by Company                             174        56

By advertisement                               175        57

On joint-holders                               176        57

On personal representatives, etc.              177        57

To whom documents or notices must
be served or given                             178        57

Members bound by documents or notices
served on or given to previous holders         179        57
                                                       Articles      Page Nos.

Document of notice by Company and
signature thereto                                         180           57

Service of notice by Company and
signature thereto                                         181           57

Winding up

Liquidator may divide assets in specie                    182           58

Indemnity and Responsibility

Directors’ and others’ right to indemnity                 183           58

Secrecy Clause                                            184           58

Annexures to the Memorandum of Association

High Court Orders sanctioning Schemes of Amalgamations

(a) Amalgamation of BSES Andhra Power Limited with BSES Limited         59

(b) Amalgamation of Reliance Salgaocar Power Company Limited            72
    with BSES Limited

(c) Amalgamation of Reliance Energy Ventures Limited                    87
    with Reliance Energy Limited

(d) Amalgamation of Reliance Projects Finance Private Limited with      102
    Reliance Infrastructure Limited

(e) Scheme of Arrangement between Reliance Infrastructure Limited       113
    and Reliance Energy Generation Limited and Reliance Goa and
    Samalkot Power Limited and Reliance Power Transmission
    Limited and Reliance Energy Limited and Reliance Infraventures
    Limited and Reliance Property Developers Limited and their respective
    Shareholders And Creditors
                                          Memorandum of Association

                                                            of

                                        Reliance Infrastructure Limited

I.        The name of the Company is "Reliance Infrastructure Limited". 1

II.       The Registered Office of the Company will be situate in the State of Maharashtra. 2

III.      The objects for which the Company is established are: -

(1)       To acquire from the parties interested therein, take over and work the concession now
          vested in Sir Thomas William Birkett Knight, Harold Percival Hebblethwaite Esquire,
          Francis Charles Annesley Esquire, Ellis Cunningham Reid Esquire and Gerald Courtenay
          Phillips Esquire carrying on business in partnership together at Bombay under the name
          style of firm of Messieurs Killick Nixon & Company at Killick Building, Home Street, Fort,
          Bombay and Calendar’s Cable and Construction Company Limited, a Company
          incorporated in England under the English Companies Act and having a Branch Office at
          Forbes Building, Home Street, Fort, Bombay conferred by the Bombay Suburban Electric
          License 1926 granted by the Government of Bombay on the 29th May, 1926 and
          published in the Bombay Government Gazette of the 3rd June, 1926 Part I at page 1272
          upon such terms as may appear conducive to the interest of the Company and to pay
          therefor either in cash or in shares of the Company or partly in one and partly in the
          other, and with the object aforesaid to adopt, become parties to, enter into and carry into
          effect all such agreements, guarantees, deeds, and instruments as may be necessary or
          as may be deemed advisable or proper, and in particular to become parties to, enter into
          and carry into effect the Agreements which have already been prepared and are referred
          to in * Article 3 of the Articles of Association of the company.

(2)       To generate, acquire by purchase in bulk, develop and accumulate electrical power at the
          place or places contemplated by the said License and to transmit, distribute and supply
          such power throughout the area of supply named therein; and generally to generate,
          acquire by purchase in bulk, develop and accumulate power at any other place or places
          and to transmit, distribute and supply such power.

(3)       To carry on the business of an electric Power, Light and Supply Company in all its
          branches, and in particular to construct, lay down, establish, fix and carry out all
          necessary power stations, cables, wires, lines, accumulators, lamps and works, and to
          generate, acquire by purchase in bulk, accumulate, distribute and supply electricity, and
          to light cities, towns, streets, docks, markets, theatres, buildings and places, both public
          and private.

(4)       To carry on the business of electrician, mechanical engineers, suppliers of electricity for
          the      purposes of light, heat, motive power or otherwise, and manufacturers of and
          dealers in apparatus      and things required for or capable of being used in connection
          with the generation, distribution, supply, accumulation and employment of electricity,
          galvanism, magnetism or otherwise.

3 (4-A) To carry on in India or elsewhere the business of establishing, commissioning, setting up,
        operating and maintaining electric power generating stations based on conventional/non-
        conventional resources, tie-lines, sub-stations and transmission lines on build, own and
* The Article refers only to the original Articles of Association
1 Altered on April 28, 2008 as per fresh Certificate of Incorporation issued by the Registrar of Companies.
2 Altered by a Special Resolution passed at the Annual General Meeting held on 28th July, 1999.
3 Inserted by a Special Resolution passed at the Annual General Meeting held on 28th July, 1999.



                                                             1                                                1
          transfer (BOT), and/or build, own, lease and transfer (BOLT) and/or build, own, operate
          and transfer (BOOT) basis and to carry on in India or elsewhere the business of
          acquiring, operating, managing and maintaining existing power generation stations, tie-
          lines, sub-stations and transmission lines, either owned by the private sector or public
          sector or the Government or Governments or other public authorities and for any or all of
          the aforesaid purposes, to do all the necessary or ancillary activities as may be
          considered necessary or beneficial or desirable.

(5)       To acquire concessions or licenses granted by, and enter into contracts with the
          Government of India or the Government of any Province in India, or the Government of
          any State in India, or any municipal or local authority, company or person in India, or
          elsewhere, for the construction and       maintenance of an electric installation for the
          production, transmission or use of electric power for     lighting,   heating,     pumping,
          signalling, telephonic, or traction or motive purposes, including the application thereof to
          tramcars, omnibuses, carriages, ships, conveyances and objects, or any other purpose.

4 (5-A) To conduct and carry on in India or elsewhere the business of rendering buying or selling
        services by the use and aid of computers and other electronic or electronically controlled
        devices, equipments and facilities.

4 (5-B) To develop, carry out, purchase, sell, exchange, import or export scientific and technical
        expertise and know-how relating to programming and other technical aspects of
        computers and other     electronics and electronically controlled devices, equipments and
        facilities.

4 (5-C)To provide or render consultancy and training services related to the preparation and
       mathematical information and reports, including data processing, programming,
       collecting, storing, processing and transmitting information and data of every kind and
       description, system, and analysis and machine services for solving or aiding
       commercial, industrial, scientific and research problems and    all    other      related
       businesses with or without the use of computers and other electronic or electronically
       controlled devices, equipments and facilities.

4(5-D) To start and/or carry on and engage in and conduct research and development in the
       fields of electronics, electronic/electronically controlled processes or in respect of
       matters technical or operational, and to carry on investigation and experiments of all
       kinds, to originate, develop and improve any discoveries, inventions, processes and
       formulae, and particularly to manufacture, purchase or otherwise acquire, own, hold,
       operate, sell or otherwise transfer, lease, license, use, distribute or otherwise dispose off
       and generally to deal in property of every kind and description, including without limitation
       of the generality of the foregoing, computers, electronic, electrical and mechanical
       devices, appliances and machines and parts thereof.

4   (5-E) To collect and disseminate trading, commercial, scientific, technical, budgetary, costing,
          financial, economical and other information and data in respect of all matters and to
          furnish and supply the same or any part thereof to and for the benefit of any individual,
          firm, company, trust, association, body corporate, society, organisation or institution, and
          for this purpose to provide, maintain and operate offices, organisations, services,
          laboratories, workshops, facilities, conveniences, bureaus and the like including
          teleprinters and other communication services and facilities.

4 (5-F)   To manufacture, purchase sell or otherwise transfer, lease, license, use, dispose off,
          operate fabricate, construct, assemble, design, develop, charter, hire, acquire,


4 Inserted by a Special Resolution passed at the Annual General Meeting held on 25th August, 1972.




                                                          2                                          1
          recondition, work upon or otherwise generally deal in, computers, tabulators, data
          processing machines such as card punches, verifiers, sorters, collators, document
          originating machines, accounting machines, interpreters, calculating punches and the like
          and allied machinery and electronic equipment of every kind, description and activation,
          including accounting, book-keeping, calculating, counting, reckoning, registering,
          recording, perforating, tabulating, sorting, adding, subtracting, dividing, multiplying,
          printing, typewriting, copying, reproducing and distributing machines and machinery
          systems, apparatus, appliances, facilities and accessories and devices of all kinds, and
          for all purposes, and any products and component parts thereof or materials or articles
          used in connection therewith, and any and all other machines, machinery, appliances,
          apparatus, devices, materials, substances, articles or things of a character similar or
          analogous to the foregoing or any of them or connected therewith.

4 (5-G)   To apply for purchase or otherwise acquire any patents, brevets d' invention, licences,
          concessions and the like conferring an exclusive or non-exclusive or limited right to use,
          any secret or other information as to any invention which may seem capable of being
          used for any of the purposes of the Company, or the acquisition of which may seem,
          calculated directly or indirectly to benefit this Company, and to use, exercise, develop,
          grant licences in respect of, or otherwise turn to account the property, rights and
          information so acquired.
4   (5-H) To act as a service organisation or bureau for providing, rendering or undertaking
          services relating to electrical, mechanical, engineering, computer technology,
          administration, marketing, purchasing, technical scientific research publication of
          technical literature or journals and other services to individuals, firms, companies,
          corporate bodies, trustees, associations, organisations or institution, in India and abroad
          and to utilise the expertise already developed by the Company for the above purposes
          and also to employ experts on the relative subjects and make their services available to
          others in this behalf.

(6)       To construct, purchase, take on lease or otherwise acquire any railways, tramways or
          other ways, omnibuses and other vehicles, ships, boats, barges, and launches and to
          equip, maintain, work and develop the same by electricity, steam, oil, gas, petroleum,
          horses, or any other motive power, and to employ the same in the conveyance of
          passengers, merchandise and goods of every description and to authorise any local
          authority, company or persons to use and work the same or any part thereof.

(7)       To carry on the business of railway, tramway, omnibus, van, carriage, and boat
          proprietors and carriers of passengers and goods.

(8)       To carry on business as financiers, promoters, concessionaries, or bankers, and any
          other business which can be conveniently carried on in connection with the above.
5   (8-A) To carry on the business of manufacturing, processing, assembling, packing, buying,
          selling, importing, exporting, hiring, letting on hire, distributing, dealing and acting as
          agents in the fields of automobiles, vehicles, packages of component parts thereof and
          without prejudice to the genarality of the foregoing, trucks, tractors, chassis, motors,
          motor cycles, cycles, buses, lorries, omnibuses, engines, boats, barges, launches, and
          other vehicles and components or motor vehicle replacement, parts, tools, implements,
          spare parts, accessories, materials and products for the transport or conveyance of
          passengers, merchandise and goods of every description whether propelled or used by
          electricity, steam, oil vapour, gas, petroleum or any other motive or mechanical power
          now known or that may hereafter be invented.


4 Inserted by a Special Resolution passed at the Annual General Meeting held on 25th August, 1972.




                                                          3                                          1
5   (8-B) To carry on business of manufacturing, processing, packing, buying, selling, importing,
          exporting, distributing, dealing and acting as agents in the fields of cement, cement
          products and without     prejudice to the genarality of the foregoing pozzolana cement,
          plasters, whiting, clay, gravel, sand, concrete, mortar, minerals earth, artificial stone,
          portland cement, alumina cement, plaster of paris,         lime and lime-stone, kankar
          and/ or by-product thereof now known and that may hereafter be known and in
          connection therewith, to acquire, erect, construct, establish, operate and maintain cement
          factories, limestone quarries, workshops and other works.

5   (8-C) To carry on the business of manufacturing, processing, importing, exporting, packing,
          buying, selling, distributing, dealing and acting as agents in the field of chemicals, and
          without prejudice to the generality of the foregoing carbon dioxide, ammonia salt, sodium
          bicarbonate, soda ash, cresol, calcium chloride, inorganic, organic and fine chemicals,
          petrochemicals and generally all kinds of chemicals, chemical compounds and chemical
          products, dyes, dyestuffs, intermediates, auxiliaries and all derivatives and by-products
          thereof, and all active principals, raw materials, and ingredients required for the
          manufacture, process or used thereof and any and all kinds of products of which any of
          the foregoing constitutes and ingredient or in the production of which any of the foregoing
          is used, and all materials required in the manufacture, preparation or use of any of the
          foregoing or their derivatives or by-products now known or that may hereafter be
          invented.

5   (8-D) To carry on all or any of the business of consultants, contractors, manufacturers,
          installers, maintainers, repairers, workers and marketers, sale promoters, agents,
          distributors and dealers in electrical and electronic apparatus and instruments of every
          description and without prejudice to the genarality of the foregoing, battery chargers,
          turbines, inverters, rectifiers, regulated power suppliers, automatic voltage regulators and
          other allied equipment and of and in electronic components, radio, television and tele-
          communication requisites and supplies, including relays, transformers, electric
          accumulators, chokes, switches, lamps, printed circuits and generally wireless and
          electrical components, fittings, parts, apparatus, accessories and equipments of every
          kind now known or that may hereafter be invented.

5   (8-E) To carry on business of manufacturing, processing, assembling, packing, buying, selling,
          importing, exporting, distributing, dealing and acting as agents in the fields of machinery,
          parts and component parts of machinery, accessories and stores for all kinds of
          machinery, tools and implements necessary for and pertaining to the objects of the
          Company

5   (8-F) To erect and build civil structure for power stations, receiving stations, factories, engine
          houses, industries, offices, commercial establishments, warehouses, godowns, buildings
          and other houses which may seem directly or indirectly conducive to any of the objects of
          the Company, and to contribute to, subsidise or otherwise aid or take part in any such
          operations.

5   (8-G) To carry on the business as manufacturers of iron steel or other metal pipes, seamless
          pipes, sheets, rods and other products of iron, steel or other metals now known or that
          may hereafter be invented as also to carry on the business of ironmasters, iron founders,
          metal workers, steel makers and steel converters and to purchase or otherwise acquire,
          set up, erect, maintain, reconstruct and adapt any offices, workshops, plant, machinery
          and other things found necessary or convenient for the purpose of the Company.

5   (8-H) To carry on the business of buying, selling, importing, exporting, assembling, distributing,
          dealing and acting as agents in steel, iron, hardware, iron mongery, turnery, tools, metals

5 Inserted by a Special Resolution passed at the Annual General Meeting held on 22nd October, 1981.




                                                   4                                                  1
            and metalware of all kinds, utensils, ornaments, stationery, fancy goods, articles and
            commodities of personal and household use and consumption and generally all
            manufactured goods, materials and products, glassware, crockery, elecrical goods,
            apparatus of all kinds, timber, bricks, stone, cement, marble, tiles, plumber's materials
            (pipes, bath tubs, basins, sanitary fittings) building material of all kinds, stoves, cookers,
            lanterns, lamps, watches, clocks, binoculars, microscopes, surgical instruments and
            appliances, ophthalmic goods, lenses, cameras, photographic materials of all kinds, X-
            Ray apparatus, radios, wireless sets and musical instruments, all kinds of proprietory and
            patent articles, mineral waters, wines, cordials, liquors, beer, soups, broths and other
            restorative or food and provisions of all kinds, tobacco, cigars, cigarettes, cosmetics,
            soaps, powders and perfumes.

5   (8-I)   To carry on the business of a water-work company in all its branches and to sink wells
            and shafts, and to make, build and construct, lay down and maintain dams, reservoirs,
            water works, cisterns, culverts, filter-beds, mains and other pipes and appliances and
            to execute and do all other acts and things necessary or convenient for obtaining, storing,
            selling, delivering, measuring, distributing and dealing in water.

5   (8-J) To manufacture, import, export, deal in or prepare for market, revise, clean, restore,
          recondition, treat and otherwise manipulate and deal in and turn to account by process or
          means whatsoever all materials and commodities grown or produced by the Company
          and all by-products, refuse and waste and other products capable or being manufactured
          or produced out of or with the use of all or any raw materials, ingredients, substances or
          commodities used in the manufacture of all or any of the products which the Company is
          entitled to manufacture or deal in and to make such other use of the same as may be
          thought fit.

5   (8-K) To establish, provide, maintain and conduct, or otherwise subsidise research laboratories
          and experimental workshops for scientific and technical researches and experiments and
          to undertake and carry on with all scientific and technical research, experiments, and
          tests of all kinds and to promote studies and research, both scientific and technical,
          investigations or inventions by providing, subsidising, endowing or assisting laboratories,
          workshops, libraries, lectures, meeting and conferences and by providing for the
          remuneration of scientific or technical professors or teachers and by providing for the
          award of exhibitions, scholarships, prizes and grants to students or otherwise and
          generally to encourage, promote and reward studies, researches, investigations,
          experiments, tests and inventions of any kind that may be considered likely to assist any
          of the business which the Company is authorised to carry on.

5   (8-L) To transact and carry on all kinds of Agency business.

5   (8-M) To invest and deal with the moneys of the Company in such manner as may from time to
          time be determined.

5   (8-N) To undertake, carry out, promote and sponsor rural development including any
          programme for promoting the social and economic welfare of or the uplift of the public in
          any rural area and to incur        any expenditure on any programme of rural development
          and to assist execution and promotion thereof either directly or through an independent
          agency or in any other manner. Without prejudice to the generality of the foregoing
          programme of rural development shall also include any programme for promoting the
          social and economic welfare of or the uplift of the public in any rural area likely to
          promote and assist rural development and that the words 'rural area' shall include such
          area as may by regarded as rural areas under Section 35CC of the Income-tax Act, 1961
          or any other law relating to rural development for the time being in force and in order to
          implement any of the above mentioned objects or purposes transfer without consideration

5 Inserted by a Special Resolution passed at the Annual General Meeting held on 22nd October, 1981.




                                                         5                                              1
          or at a fair or concessional value and divest the ownership of any property of the
          Company to or in favour of any Public or Local Body or Authority of Central or State-
          Government or any Public Institutions or Trusts established under any law for the time
          being in force or recognised or approved by the Central Government or State
          Government or any other authority specified in that behalf.

5   (8-O) To undertake, carry out, promote and sponsor or assist any activity for the promotion and
          growth of national economy and for discharging social and moral responsibilities of the
          Company to the public or any section of the public as also any activity likely to promote
          national welfare or social, economic or moral uplift of the public or any section of the
          public and undertake, carry out, promote and sponsor any activity for publication of any
          books, literature, newspaper, or for organising lectures or seminars likely to advance
          these objects or for giving merit awards, for giving scholarships, loans or any other
          assistance to deserving students or other scholars or persons to enable them to
          prosecute their studies or academic pursuits or researches and for establishing,
          conducting or assisting any institution, trust having any one of the aforesaid objects as
          one of its objects, by giving donations or otherwise in any other manner and in order to
          implement any of the above mentioned objects or purposes transfer without consideration
          or at a fair or concessional value and divest the ownership of any property of the
          Company to or in favour of any Public or Local Body or Authority or Central or State
          Government or any Public Institutions or Trusts established under any law for the time
          being in force or recognised or approved by the Central Government or State
          Government or any other authority specified in that behalf.

(9)       To purchase, take on lease or in exchange, hire or otherwise acquire any moveable and
          immoveable property and any rights or privileges, which the Company may think
          necessary or expedient for the purpose of its business, and in particular any lands,
          buildings, works, easements, machinery, plant, stock-in-trade, rolling-stock, live-stock,
          wharves, warehouses, offices, ships, steam vessels, boats, barges and launches,
          patents, inventions, privileges, monopolies, licences, concessions or processes and the
          like, and any other rights or powers conferring any exclusive or non-exclusive or limited
          rights to use any secret or other information as to any invention available for use in
          connection with any of the objects of the Company.

(10)      To acquire and undertake on any terms and subject to any conditions the whole or any
          part of the business, property and liabilities of any person or Company carrying on any
          business which this Company is authorised to carry on, or possessed of property suitable
          for the purposes of the Company.

(11)      To make, buy, import, export, sell, let or otherwise dispose of, repair, alter, improve, use
          or deal either wholesale or retail, in all plant, machinery, articles and things used or
          capable of being used, in any business carried on or authorised to be carried on by the
          Company, and any articles or provision required by workmen or others employed by the
          Company, and to act as store and shop- keepers.

6   (11-A)To be appointed or to act as Agents, Selling Agents, Sole Selling Agents, Commission
          Agents and Distributors of any Company or concern for sale of or marketing electric
          meters, cables, electric apparatus and appliances, dynamos, lamps, refrigerators and
          other electrical and electronic appliances, apparatus and goods of all descriptions
          including radio, television and telecommunication requisites to which application of
          electricity or any like power that can be used as substitute therefor.

(12)      To make any experiments in connection with any business of the Company and take out,
          or otherwise acquire, by original application or otherwise, any Letters Patent, or patent
          rights or the like, and to use, exercise, develop, grant licenses in respect of, sell, dispose

5 Inserted by a Special Resolution passed at the Annual General Meeting held on 22nd October, 1981.
6 Inserted by a Special Resolution passed at the Annual General Meeting held on 25th August, 1972.




                                                          6                                           1
       of or otherwise turn to account any patents, patent or other rights, licenses or other
       interest for the time being held or acquired by the Company.

(13)   To apply the money of the Company in any way in, or towards the establishment,
       maintenance, or extension of any association, institution, or fund in anywise connected
       with any particular trade or business, or with trade or commerce generally, including any
       association, institution, or fund for protection of the interest of masters, owners, or
       employers, for insurances, against loss by bad debts, strikes, wokmen's combinations,
       fire, accidents or otherwise, or for the benefit of any clerks, workmen or others, at any
       time employed by the Company, or any company in which the Company is interested, or
       their families and whether or not in common with other classes of persons and to
       subscribe to and support, friendly co-operative and other societies, reading rooms,
       libraries, educational and charitable institutions, churches, chappels, schools and
       hospitals, and to grant pensions and allowances, and to contribute to any fund raised by
       local or public subscriptions for any purpose whatever.

(14)   To sell, improve, manage, develop, lease, mortgage, or otherwise dispose of, or deal with
       the whole or any part of the undertaking, business and property of the Company for such
       consideration as may be thought fit, and in particular for a rent, or rents, or shares,
       debentures, debenture stock or other obligations of any other company, and to promote
       and form any company intended to purchase, take on lease, or in anywise deal with any
       property or rights of the Company, or to use anything made or produced by the
       Company, or which it may be considered will help the Company in its business, or in
       which it may be considered desirable that the Company shall be interested, and to
       subscribe absolutely or subject to any condition or contingency for, or acquire in any way,
       any shares or obligations of such company.

(15)   To subscribe absolutely, or subject to any condition or contingency for, or purchase or
       acquire in any way, any shares, stock, debentures, debenture-stock or other obligations
       of any other company of any description.

(16)   To give all descriptions of guarantees and in particular to guarantee the principal and
       interest of and any premium, which may become payable on any mortgages,
       debentures, debenture-stock, or other obligations and the dividend on, and the return,
       either with or without any premium, of the capital paid on any shares.

(17)   To hold all or any shares or obligations acquired by the Company, or to sell or reissue the
       same, with or without guarantee, or to distribute them or any other assets of this
       Company in kind upon a division of profits or distribution of capital among the Members,
       and in the case of any cash, shares or obligations, receivable upon any sale or
       amalgamation to arrange, in case at the time of any such sale or amalgamation the
       shares of this Company shall be of different classes, for the distribution of any proceeds
       of sale in any manner authorised by or under the provisions of the Articles of Association
       of the Company for the time being.

(18)   To take part in the management, supervision and control of the business or operations of
       any company or undertaking and for that purpose to appoint and remunerate any
       directors, trustees, accountants or other experts or agents.

(19)   To enter into arrangements for sharing profits, co-operation, joint adventure, or reciprocal
       concession with any other person, firm or company, carrying on or about to carry on, or
       engage, in any business or transaction which may seem calculated, directly or indirectly
       to benefit this Company and to amalgamate with any other company and to give to any
       person or company special rights and privileges in connection with or control over this
       Company and in particular the right to nominate one or more Directors of this Company.




                                                7                                                1
(20)   To purchase with a view to closing or reselling in whole or in part any business or
       properties which may seem or be deemed likely to injure by competition or otherwise any
       business, or branch or business, which the Company is authorised to carry on, and to
       close, abandon and give up any works or business at any time acquired by the Company.

(21)   To borrow and raise money in any manner and on any terms approved by the Board of
       Directors of the Company.

(22)   For any purpose and in any manner and from time to time to mortgage or charge the
       whole or any part of the undertaking property and rights (including, property and rights to
       be subsequently acquired) of the Company and any money uncalled on any shares of the
       Capital (original or increased) of the Company, and whether at the time issued or created
       or not, and to create, issue, make and give debentures, debenture-stock, bonds or other
       obligations perpetual or otherwise, with or without any mortgage or charge on all or any
       part of such undertaking, property rights, and uncalled money.

(23)   To confer upon any encumbrancer or trustee for any encumbrance of uncalled capital,
       such powers of making and enforcing calls and of vetoing the transfer of shares not fully
       paid up as may be thought fit.

(24)   To make, draw, accept, endorse and negotiate respectively promissory notes, bills of
       exchange, cheques, bills of lading, shipping documents, dock and warehouse warrants
       and other instruments, negotiable or otherwise.

(25)   To remunerate any person, firm or company rendering service to the Company, whether
       by cash payment or the allotment to him or them of shares or securities of the Company,
       credited as paid up in full or in part or otherwise.

(26)   To pay all preliminary expenses of the Company, and any company promoted or formed
       by the Company, or any company in which this Company is or may contemplate being
       interested, including in such preliminary expenses all or any part of the costs and
       expenses of owners of any business or property acquired by the Company, and to
       remunerate any person or company for services rendered in placing or assisting to place
       or subscribing or agreeing to subscribe, whether absolutely or conditionally for, or
       procuring or agreeing to procure, subscriptions whether absolute, or conditional, for any
       of the shares, debentures or debenture stock or other obligations of or for any other
       services in or about the promotion of or the issue of the capital or obligation of this or any
       other company, or the conduct of the business of this or any other company, and to grant
       to any person or Company subscribing, or agreeing to subscribe or procuring or agreeing
       to procure, subscription as aforesaid an option to require the Company to issue to him or
       it, or his or its nominees further shares in the Company at not less than par, or further
       debentures or debenture-stock or other obligations of the Company at any price, and also
       to pay any costs of winding up any Company, the whole or any portion of the property of
       which is acquired by this Company, and also all expenses attending the issue of any
       circular or notice, and the printing, stamping, and circularising of proxies or forms to be
       filled up by the members of this Company.

(27)   To lend money with or without security, and to subsidise, assist and guarantee the
       payment of money by, or by the performance of, any contract, engagement or obligation
       by any persons or companies and in particular, customers of the Company or any
       persons or companies with whom the Company may have or intend to have business
       relations.

(28)   To apply for, at the cost of the Company, and obtain any provisional order or Act of the
       Legislature or order or decree of any court for enabling the Company to extend its objects
       or to carry any of its objects into effect, or for effecting any modification of the Company's
       constitution, or for any other purpose which may seem calculated directly or indirectly to


                                                 8                                                 1
        benefit the Company, and to oppose any provisional order or Bill of the Legislature which
        may seem directly or indirectly opposed to the Company’s interest.

(29)    To enter into arrangements with any authority, Municipal, local, or otherwise, or any
        corporations, companies, firms, or persons that may seem conducive to the Company's
        objects or any of them and to obtain from any such authority corporation, company, firm
        or person any contracts, rights, privileges and concessions which the Company may think
        desirable.

(30)    To carry any business or branch of a business which this Company is authorised to carry
        on by means or through the agency or any subsidiary company or companies, and to
        enter into any arrangement with any such subsidiary company for taking the profits and
        bearing the losses of any business or branch so carried on, for financing any such
        subsidiary company or guaranteeing its liabilities, or to make any other arrangements,
        which may seem desirable with reference to any business or branch so carried on,
        including power at any time either temporarily or permanently to close any such business
        or branch and to act as Managers or to appoint Directors or Managers of any such
        subsidiary company.

(31)    To give to any officers, servants or employees of the Company any share or interest in
        the profits of the Company's business or any branch thereof, and whether carried on by
        means or through the agency of any subsidiary company or not and for that purpose to
        enter into any arrangements the Company may think fit.

(32)    To do anything by this Memorandum of Association authorised as principals, agents,
        contractors, trustees or otherwise, and by or through trustees, agents, or otherwise, and
        either alone or in conjunction with others.

(33)    To incorporate the Company or otherwise procure the Company to be constituted,
        registered or recognised in accordance with the laws in force in any country in which the
        Company may desire to carry on business and to apply for and accept or acquire upon
        any terms, any license or concessions, and by the deposit or money or otherwise to
        comply with the terms of any such concession of any terms precedent to its being
        granted.

(34)    To issue all or any part of the original or other capital of the Company at par or premium
        and as fully or partly paid up and to distribute any of the property of the Company among
        the members in specie.

7 34A. To establish, maintain develop, conduct, procure, buy, sell, import, export, trade, or
       otherwise deal in, or to act as service providers of every kind in the fields of engineering,
       technology, technical know how, chemical, mechanical, electrical, electronics, civil,
       industrial, commercial, statistical, financial, accountancy, medical, legal, educational,
       production, marketing, distribution, materials, personnel, planning, computers, software
       and software solutions of all kinds, system integration, data processing, multi media
       services, direct to home services, entertainment media, cable television services,
       interactive television services, content for various uses, electronic media, Cellular Mobile
       Telephone Services (CMTS), National Long Distance Operator Services (NLDO), Fixed
       Telephone Services (FTS), Cable Service Provider, Basic Telephone Services (BTS) with
       or without the use of Wireless Local Loop (WLL) Technology, VSAT Services, Internet
       Service Provision (ISP), Global Mobile Personal Communications by Satellite (GMPCS),
       wireline and wireless systems and other value added services including paging services,
       Radio Paging Service Providers, Public Mobile Radio Trunking Service Provider, DTM
       communication methods, telecommunication, basic and cellular telephone, voice mail,
       internet, electronic mail, data communication services, intranet, internet connectivity,
       internet telephoning, interconnect and intraface services applications like telebanking,
       tele-medicine, tele-education, tele-trading, e-commerce, e-governance, ebusiness and


                                                 9                                                1
          system design, kiosks, management information systems and other types of
          management including spectrum management, social or other value added services like
          providing end to end integrated solutions, netserv solutions, network connectivity
          solutions, cost effective solutions, other allied solutions for data transfer, administrative
          and effective communication.

7   34B. To manufacture, market, distribute and sell all types, varieties and kinds of (i) telephone
         instruments including mobile telephones, Fixed wireless Terminals, any type of mobile
         communication devices, Personal Digital Assistants (PDA) with or without communication
         facilities, dial-type phone, car phone, corded phones, cordless phone, mini-corded phone,
         radio phone, speakerphone, videophone, wireless systems desk top and wall type pay
         phones, headsets, office systems, conferencing equipment, fax, answering machines,
         intercoms, accessories and components thereof for telecommunications (ii) radio
         communication equipment like receivers, transmitters, trans-receiver, walkie ó talkie radio
         relay equipment, point to point communication equipment, antennas and associated
         equipment single channel, multi channel, fixed frequency, variable frequency, facsimile
         transmitting and receiving equipment and systems.

7   34C. To acquire, utilise, grow, plant, cultivate, produce and to exploit any estates or lands for
         floricultural, agricultural, horticultural, plantation, sericultural and farming purposes and
         agro-industrial projects and to carry on business as producers, planters, processors,
         growers, cultivators, traders, buyers and sellers, importers, agents, consultants, dealers,
         storekeepers and distributors and exporters for any ordinary or specialised floricultural,
         agricultural, horticultural, sericultural and agro-industrial products and commodities,
         including flowers, fruits, vegetables, food-grains, pulses, seeds, cash crops, cereal
         products and flora.

7   34D. To aid, assist, promote, develop and manufacture agricultural implements, agricultural
         machinery and other equipments and technological development in equipments used in
         agricultural field and to organise, conduct, or manage engineering or repair shop or
         workshops of all description and to manufacture, import, export, buy, sell or otherwise
         deal in, agricultural machinery, of all kinds and to adopt such means of making known the
         uses thereof.

7   34E. To act as recognised Trading House and for that purpose indent, buy, sell, deal, import,
         export raw materials, commodities, products and services and also to act as an Export
         House.

734F.     To purchase, take on lease or otherwise acquire any mining rights, mines and lands in
          India or elsewhere and to pump, refine, raise, dig and quarry all natural resources
          including gold, silver, diamonds, precious stones, coal, earth, limestone, iron, aluminium,
          titanium, vanadium, mica, apalite, chrome, copper, gypsum, lead, manganese,
          molybednum, nickel, platinum, uranium, rutile, sulphur, tin, zinc, zircon, bauxite and
          tungsten and other ores and minerals and believed to contain metallic, or mineral, saline
          or chemical substances, kisselghur, french chalk, china clay, bentonite and other clays,
          boryles, calcite and such other filler materials, earths or other ingredients including coal,
          lignites, rock phosphate, brimstone, brine, rare earths and to explore, work, exercise,
          develop and turn to account the same and to carry on business as producers, buyers,
          and acquire, obtain, refine, cut, polish, prepare, melt, import, export or otherwise deal in
          gold, silver, bullion, jewellery, diamonds, precious stones, artificial man made jewellery,
          gems and novelties.

7   34G. To found, acquire, take over, establish, construct, erect, maintain, run, manage, develop,
         own, acquire, purchase, undertake, improve, equip, promote, initiate, encourage,

7 Inserted by a Special Resolution passed at the Extraordinary General Meeting held on 15th February, 2003.



                                                          10                                                  1
            subsidise and organise hospitals, dispensaries, clinics, diagnostic centres,
            polyclinics,pathology, laboratories, research centres, operation theatres, chemists shops,
            blood banks, eye banks, kidney banks, nursing homes, physiotherapy centres,
            investigations centres and other similar establishments for providing treatment and
            medical reliefs in all its branches by all available means to public at large on suitable
            fees, concessional fees or on free of charge basis and to engage in the research and
            development in all fields of medical sciences and in all therapies of medical treatment.

7   34H. To carry on the business of designing, setting up, erecting, maintaining, repairing,
         improving and operating or managing in India or abroad, pipes, pipelines, cross country
         piping systems, jetties, single buoy moorings, all other kinds of onshore and offshore port
         facilities, storage and distribution terminals, storage, loading and unloading facilities for
         the storage and transportation of natural gas, crude oil, petroleum products including but
         not limited to liquefied petroleum gas, petrol, naphtha, high speed diesel, aviation turbine
         fuel, superior kerosene oil and all products as may be conveniently transported through
         pipelines and, for the purpose, enter into any technical or financial collaboration as may
         be desired.

7   34I.    To provide, develop, establish, maintain, run, manage, operate fire fighting services
            which shall include short circuits, building collapses, mishaps, accidents and also carry
            out rescue operations and any other cases of emergency and to act as advisors or
            consultants for providing safety measures for construction of structural buildings,
            complexes including infrastructure projects and to maintain fire equipments for
            residential, commercial and industrial buildings & complexes including for factories,
            plants and display, provide training services, safety awareness and for prevention, control
            of fire.

7   34J. To build, construct, acquire, erect, install, operate, maintain, develop, promote, manage,
         repair, administer, provide, infrastructural facilities for ports, jetties, wharfs, piers, docks,
         embankments, bulk, break bulk, dry bulk cargo, multipurpose and specialized cargo
         berths, stackyard and rail infrastructure, terminals, general terminals, marine terminals,
         cargo terminals, container terminals, transport systems, clearing and handling systems,
         cargo handling, berths, shorecrains, ship manifolds, fork lifts, bunkers, cargo hoses,
         navigational channels, depth maintenance, navigation marks, dredging, dry docking,
         tunnels, canals, work shops, shipways, hangers, derricks, pipe lines for supply of water,
         oil, fuel, sewage, petrochemicals, chemicals, warehouses, cold storages, godowns, ship
         stores, sheds, container freight stations and services, port crafts and equipment, tank
         farms, tugs, pilotage and carnage services, container handling facilities, floating dry dock
         and vessel repair facilities, setting up of captive power plant, installation of equipment,
         handling equipment, loading equipment and supporting infrastructure, to acquire marine
         related technology and undertake underwater work on ports, docks, tugs, terminals,
         jetties and ship repairs, establish and maintain work lines of power, fuel, steam, aerial
         communications between ports, ships and other transports and to act as marine
         consultants, marine engineers and advisors.

7   34K. To build, construct, acquire, maintain, develop, promote, manage, repair, provide,
         terminals and administer terminals industrial estates, housing, constructions, buildings,
         ports, roads , bridges, sub-ways, express ways, tunnels, shopping complexes or centres,
         recreational facilities such as theatre, clubs, sports centres, gardens, parks, resorts,
         medical centres like hospitals and dispensaries, educational centres like schools and
         colleges, libraries, infrastructural facilities for village, town/city developments, other
         construction such as parking spaces, to promote and participate in ecological
         development, preservation and betterment of environment through plantation of trees,
         effluent treatment and disposal systems and to carry on the business of proprietors,

    7Inserted by a Special Resolution passed at the Extraordinary General Meeting held on 15th February, 2003.



                                                            11                                                   1
          managers and renters either separately or in collaboration with others and to render
          technical and managerial advice in building construction, maintaining, repairing and
          managing such places including terminals.

7   34L. To manufacture and carry on the business of film productions and to exhibit, distribute,
         give or take on hire, exchange, purchase or sell and to deal in any manner in films,
         cinematography or pictures, Indian or Foreign, in India or elsewhere outside India and
         also to engage agents or representatives or servants for the above or any other purposes
         of the company and to engage Directors, Actors and other servants, Authors, Play-
         writers, Dramatists, Dialogue and Scenario writers, Film Editors, Story writers and other
         persons, Technicians, Engineers, Sound Experts, Cameramen, Musicians, Art Directors,
         Artists, Painters, Carpenters and other experts necessary for conducting the business of
         the Company and to construct, purchase or take on lease Cinematograph theatres,
         cinema halls and other buildings and works convenient for the purposes thereof and to
         manage, maintain and carry on such theatres and other buildings, when so erected on.

7   34M. To carry on in India or elsewhere the business of exploration, extraction, development,
         production, manufacture, refining, processing, converting, formulation, treating, pumping,
         drawing, purifying, distilling, smelting reducing, modifying, blending, holding, using,
         buying, dealing, acquiring, storing, packaging, selling, marketing, transporting,
         distributing, importing, exporting, acting as agents/ dealers of all kinds of crude oil, LPG,
         kerosene, LNG, compressed hydrocarbons, mineral oils, lubricating oils, products or their
         by-products which may be derived, produced, prepared, developed, compounded, made
         or manufacturing therefrom and substances obtained by mixing any of the foregoing with
         other substances and all other residual products resulting from the manufacture and
         treatment of oil.

7 34N.    To do, act, perform, undertake, pursue, practise, achieve or carry on in India or elsewhere
          the business of providing security services, vocation or calling of detectives, guards,
          security agents, investigators, examiners, explorers, inspectors in the industrial,
          business, trade, management, legal, social or any other area or field and to provide
          security, body guard services, detective services or consultancy.

7   34O. To acquire by purchase for investment, develop or resale, and to traffic in land and house
         and other property wherever situated and to make advances upon the security of land or
         house or other property, or any enters therein, and generally to deal in by way of sale
         lease, sub-lease, tenancy, exchange or otherwise, lands, buildings and hereditaments of
         any tenure or description, and any estate or interest therein, and any rights over or
         connected therewith, and to turn the same to account and in particular by preparing and
         laying out building sites, wells, troughs and ponds and by constructing, reconstructing,
         pulling down, altering, improving decorating, furnishing fitting up and maintaining offices,
         mansions, flats, houses, bungalows, resorts, cottages, complex, factories, warehouses,
         shops, sheds, barns, farms, stables, areas, works and conveniences of all kinds.

7   34P. To carry on the business as merchants, traders, carriers, commission agents, buying
         agents, selling agents, billing agents, collection agents, brokers, adatias, buyers, sellers,
         importers, exporters, dealers, service providers to import, export, buy, sell, barter, collect,
         exchange, pledge, mortgage, advance upon or otherwise trade or deal in all kinds of
         commodities, goods, plant, machinery, tools and equipment, produce, articles, and
         merchandise of any kind whatsoever in India or elsewhere in the world, for and on behalf
         of self, customers or third parties/others by or through the means of conventional or non-
         conventional methods including through debit cards, credit cards, electronic, electrical or
         other devices or methods, processes or systems.


7 Inserted by a Special Resolution passed at the Extraordinary General Meeting held on 15th February, 2003.


                                                          12                                                  1
7   34Q. To carry on the business of asset management company, mutual fund, insurance
         company and/or to provide financial services, advice and facilities of every description,
         including (but without limiting the generality of the foregoing words) all those capable of
         being provided by bankers, stockbrokers, stock jobbers, foreign exchange dealers,
         commodity brokers, investment and pension fund managers investment/merchant
         bankers and advisers promoters and managers of trusts, funds and other investment
         media, insurance brokers, issuing houses and financiers, undertakers, trustees, and
         custodians, executors and to carry on and undertake the business of hire-purchase,
         leasing and to finance lease operations of all kinds, purchasing, selling, hiring or letting
         on hire all kinds of plant and machinery and equipment and to assist in financing of all
         and every kind and description of hire- purchase or deferred payment or similar
         transactions and to subsidise, finance or assist in subsidising or financing the sale and
         maintenance of any goods, articles or commodities of all and every kind and description
         upon any terms whatsoever.

(35)      To do all such other things as are incidental or conducive to the attainment of the above
          objects or any of them.

          And it is hereby declared that the words "company" in this clause, except where used in
          reference to this Company shall be deemed to include any partnership or other body of
          persons, whether corporate or incorporate and whether domiciled in British India or
          elsewhere, and that the objects specified in the different paragraphs of this clause, shall
          except where otherwise expressed in such paragraphs, be in no wise limited by reference
          to any other paragraph or the name of the Company, but may be carried out in as full and
          ample a manner, and shall be construed in as wide a sense as if each of the said
          paragraphs defined the objects of a separate, distinct and independent company.

    IV.   The liability of the Members is limited.

8V.       The Authorised Share Capital of the Company is Rs.19,50,00,00,000 (Rupees one
          thousand nine hundred and fifty crore) comprising 35,00,00,000 Equity Shares of Rs.10
          each, 155,00,00,000 Redeemable Preference Shares of Rs. 10 each, 80,00,000 Equity
          Shares of Rs.10 each, with differential rights (differential rights as to dividend, voting or
          otherwise) and 4,20,00,000 Unclassified Shares of Rs. 10 each; with power to increase
          or reduce the capital of the Company and/or the nominal value of the shares and to
          divide the shares in the capital for the time being into several classes and to attach
          thereto respectively such preferential, deferred, qualified or special rights, privileges or
          conditions with or without voting rights as may be determined by or in accordance with
          the Articles of Association of the Company or as may be decided by the Board of
          Directors or by the Company in General Meeting, as applicable, in conformity with the
          provisions of the Act and to vary, modify, amalgamate or abrogate any such rights,
          privileges or conditions and to consolidate or sub-divide the shares and issue shares of
          higher or lower denominations in such manner as may for the time being be provided by
          the Articles of Association of the Company.’

VI.       The Company has power from time to time to increase its Capital, and to divide the
          shares in the Capital, whether original or increased into several classes, and to attach to
          any class or classes of such shares any preferences, rights, privileges or conditions or to
          subject the same to any variations or limitations that may be determined before the issue
          of the shares affected thereby and to vary the regulations of the Company so far as
          necessary to give effect to any such preferences, rights, privileges, or conditions.

8 Substituted by Ordinary Resolution passed by Postal Ballot on January 7, 2008




                                                         13                                          1
VII.     Any shares issued as fully paid up pursuant to any agreement entered into for the
         purpose of the acquisition referred to in Sub-clause (1) of Clause III of this Memorandum
         shall, if issued at the time of completion of the acquisition be treated for the purpose of
         dividend as having been paid up at the date of the registration of the Company, and any
         shares at any other time or for any other purpose issued as fully paid up shall, for the
         purposes of dividend be treated as having been paid up at the date of the issue hereof.

Note: 4) Clause (5-A) to (5H) and (11-A) were added by Special Resolution passed at the Annual
        General Meeting of the Company held on 25th day of August, 1972 and confirmed by an
        Order of the High Court at Bombay made on the 15th day of December, 1972.

       5) Clause (8-A) to (8-O) were added by Special Resolution passed at the Annual General
          Meeting of the Company held on 22nd day of October, 1981 and confirmed by the
          Company Law Board, Western Region Bench, Bombay by its Order dated the 20th day of
          June, 1982.




                                                14                                                1
We, the several persons whose names, addresses and descriptions are subscribed, are desirous
of being formed into a Company in pursuance of this Memorandum of Association and we
respectively agree to take the number of shares in the Capital of the Company set opposite to our
respective names :


Names, addresses and descriptions              Number of shares taken by
      of subscribers                                  each Subscriber




F. C. Annesley                                          Fifty
Partner Killick Nixon & Co.
Bombay, Merchant.

E. C. Reid                                              Fifty
Partner
Killick Nixon & Co.,
Bombay,
Merchant.
         by his constituted attorney,
         F. C. Annesley.

J. P. Bradshaw                                          Fifty
Electrical Engineer
Forbes Building, Bombay,
         by his constituted attorney,
         F. C. Annesley.

M. S. Captain                                           Fifty
Solicitor
96, Murzaban Road,
Andheri

Purshotamdas Thakurdas                                  Fifty
Soonita, Ridge Road
Mala bar Hill, Bombay,
Merchant

D. R. C. Hartley                                        One
Killick Buil ding,
Bombay
Merchant

A. Trevor Robinson One
Killick Buil ding,
Bombay,
Merchant

         Dated this 1st day of October 1929.

WITNESS to the above Signatures :

Leslie Blunt,
Solicitor, Bombay



                                               15                                              1
New Regulations submitted to the Annual General Meeting of Members of Bombay Suburban
Electric Supply Limited, held on 28th August, 1962, and approved and adopted at that Meeting by
he following Special Resolution :-

RESOLVED THAT pursuant to Section 31 of the Companies Act, 1956, the regulations contained
in the document submitted to this meeting and for the purpose of identifications subscribed by a
Director of the Company be and are hereby approved and adopted with such modifications, if
any, as may be agreed to at this meeting as the Articles of Association of the Company in
substitution for and to the exclusion of the existing Articles of Association thereof.


                                                                                         A. N. Haskar
                                                                                            Chairman

                                      Articles of Association
                                                 of
                                  Reliance Infrastructure Limited

Table A not to apply

1.        No regulations contained in Table A, in the First Schedule to the Companies Act, 1956, or
          in the Schedule to any previous Companies Act, shall apply to this Company, but the
          regulations for the management of the Company and for the observance of the Members
          thereof and their representatives, shall, subject to any exercise of the statutory powers of
          the Company with reference to the repeal or alteration of or addition to its regulations by
          Special Resolution as prescribed by the said Companies Act, 1956, be such as are
          contained in these Articles.

                                            Interpretation

Interpretation clause
2.       In the interpretation of these Articles, unless repugnant to the subject or context :-

"the Company"             "The Company" or "this Company" -
or "this Company".        means Reliance Infrastructure Limited.

"The Act"                 "The Act" means "The Companies Act, 1956", or any statutory
                          modification or re-enactment thereof for the time being in force.

"Auditors"                "Auditors" - means and includes those persons appointed as such for
                          the time being by the Company.

"Beneficial Owner"        "Beneficial Owner" means the beneficial owner as defined in clause (a)
                          of sub-section (1) of Section 2 of the Depositories Act, 1996.

"Board"                   "Board" - means a meeting of Directors duly called and constituted, or,
                          as the case may be, the Directors assembled at a Board, or the Directors
                          of the Company collectively.

"Capital'                 "Capital" - means the capital for the time being raised or authorised to be
                          raised, for the purpose of the Company.

"Depositories             "Depositories Act, 1996" includes any statutory modification or re-
Act, 1996"                enactment thereof.


"Depositories"            "Depositories" means a depository as defined under clause (e) of
                          subsection (1) of Section 2 of the Depositories Act, 1996."

                                                  16                                                1
"Directors"         "Directors" means the Directors for the time being of the Company or as,
                    the case may be, the Directors assembled at a Board.

"Dividend"          "Dividend" - includes bonus.

"Gender"            Words importing the masculine gender also include the feminine gender.

"In writing"        "in writing" and "written" - include printing, lithography and other modes
                    and "written" of representing or reproducing words in a visible form.

"Marginal Notes"    The marginal notes hereto shall not affect the construction hereof.

"Members"           "Members" - means the subscribers of the Memorandum of the Company
                    and the duly registered holders from time to time of the shares of the
                    Company.

"Meeting or         "Meeting" or "General Meeting" - means a meeting of members.
"General Meeting"

"Annual             "Annual General Meeting" - means a General meeting of the members
General Meeting"    held in accordance with the provisions of Section 166 of the Act.

"Meeting - Extra-   "Extraordinary General Meeting" - means an Extraordinary General meeting
Ordinary General    of the Members duly called and constituted and adjourned holding
Meeting”            thereof.

"Month"             "Month" - means a calendar month.

"Office"            "Office" - means the Registered Office for the time being of the
                    Company.

"Paid up"           "Paid Up" - includes credited as paid up.

"Persons"           “Persons" - includes corporations of firm as well as individuals.

"Proxy"             "Proxy" - means an instrument whereby any person is authorised to vote
                    for a Member at a General Meeting on Poll.

"Register of        "Register of Members" - means the Register of Members to be kept pursuant
Members"            to the Act.

"The Registrar"     "The Registrar" - means the Registrar of the Companies.

"Seal"              "Seal" - means the Common Seal for the time being of the Company.

"Share"             "Share" - means share in the Share Capital of the Company, and
                    includes stock except where a distinction between stock and shares is
                    expressed or implied.

Singular            Words importing the singular number include, where the context admits
Number              or requires, the plural number and vice versa.

"Special            "Special Resolution" shall have the meaning assigned thereto by Section
Resolution"         189 of the Act.

"Year" and          "Year" - means the calender year and "Financial Year" shall have the
"Financial Year"    meaning assigned thereto by Section 2 (17) of the Act.

                                            17                                                   1
                     CAPITAL AND INCREASE AND REDUCTION IN CAPITAL


Amount of Capital
13.  The Authorised Share Capital of the Company is Rs.19,50,00,00,000 (Rupees one
     thousand nine hundred and fifty crore) comprising 35,00,00,000 Equity Shares of Rs.10
     each, 155,00,00,000 Redeemable Preference Shares of Rs. 10 each, 80,00,000 Equity
     Shares of Rs.10 each, with differential rights (differential rights as to dividend, voting or
     otherwise) and 4,20,00,000 Unclassified Shares of Rs. 10 each; with the power to the
     Board to decide on the extent of variation in such rights and to classify and re-classify,
     from time to time, such shares into any class of shares.’

Increase of Capital by the Company and how carried into effect
4.     The Company in General Meeting may from time to time, increase the capital by the
       creation of new Shares, such increase to be of such aggregate amount and to be divided
       into shares of such respective amounts as the resolution shall prescribe. The new shares
       shall be issued upon such terms and conditions and with such rights and privileges
       annexed thereto, as the resolution shall prescribe and in particular, such shares may be
       issued with a preferential or qualified right to dividends, and in the distribution of assets of
       the Company, and with a right of voting at general meetings of the Company in
       conformity with Section 87 and 88 of the Act. Whenever the capital of the Company has
       been increased under the provisions of this Article the Directors shall comply with the
       provisions of Section 97 of the Act.

2   (4-A) Subject to the applicable provisions of the Act and/or any other applicable Rules, 2
          Guidelines or other statutory provisions, the Company acting through its Board of
          Directors shall have power to issue equity share capital with differential rights as to
          dividend, voting and/or otherwise in such manner and on such terms and conditions as
          may be prescribed by the resolution authorising such issue.

New Capital same as existing Capital
5.    Except so far otherwise provided by the conditions of issue or by these present, any
      Capital raised by the creation of new shares, shall be considered as part of the existing
      Capital; and shall be subject to the provisions herein contained, with reference to the
      payment of calls and instalments, forfeiture, lien, surrender, transfer and transmission,
      voting and otherwise.

Redeemable Preference Shares
6.   Subject to the provisions of section 80 of the Act the Company shall have the power to
     issue Preference Shares which are or, at the option of the Company, are to be liable to
     be redeemed, and the resolution authorising such issue shall prescribe the manner,
     terms and conditions of redemption.

Provisions to apply on issue of Redeemable Preference Shares
7.     On the issue of Redeemable Preference Shares under the provisions of Article 6 hereof
       the following provisions shall take effect:-

          (a)     no such shares shall be redeemed except out of profits of the Company which
                  would otherwise be available for dividend or out of the proceeds of the fresh
                  issue of shares made for the purpose of the redemption;

          (b)     no such share shall be redeemed unless they are fully paid;


1 Substituted by Special Resolution passed by Postal Ballot on January 7, 2008
2 Inserted by a Special Resolution passed at the Extraordinary General Meeting held on 22nd March, 2004.


                                                        18                                                 1
        (c)       the premium, if any, payable on redemption must have been provided for out of
                  the profits of the Company or the Company's share premium account before the
                  shares are redeemed;

        (d)       Where any such shares are redeemed otherwise than out of the proceeds of a
                  fresh issue, there shall, out of profits which would otherwise have been available
                  for dividend, be transferred to a reserve fund, to be called "the Capital
                  Redemption Reserve Account," a sum equal to the nominal amount of the shares
                  redeemed and the provisions of the Act relating to the reduction of the share
                  capital of the Company shall, except as provided in Section 80 of the Act, apply
                  as if the Capital Redemption Reserve Account were paid-up share capital of the
                  Company.

        (e)       No such shares shall be redeemable after the expiry of a period of ten years from
                  the date of their issue.

Buy Back of Shares
3 7a  Notwithstanding anything contained in these articles, the Board of Directors may, when
      and if thought fit, buy-back such of the company's own shares or securities as it may
      think necessary, subject to such limits, upon such terms and conditions, and in
      accordance with the provisions of Sections 77A, 77AA and 77B of the Act or any
      Statutory Modification thereto and such other regulations and guidelines as may be
      issued in this regard.

Reduction of Capital.
8.     The Company may (subject to the provisions of Sections 100 to 105, inclusive, of the Act)
       from time to time by Special Resolution, reduce its Capital in any manner for the time
       being authorised by law, and in particular Capital may be paid off on the footing that it
       may be called up again or otherwise. This Article is not to derogate from any power the
       Company would have if it were omitted.

Sub-division and consolidation of shares
9.     Subject to the provisions of Section 94 of the Act the Company in General Meeting may
       from time to time consolidate and divide or sub-divide its shares, or any of them, and the
       resolution whereby any share is sub-divided, may determine that, as between the holders
       of the shares resulting from such sub-division one or more of such shares shall have
       some preference or special advantage as regards dividend, capital or otherwise over or
       as compared with the others or other. Subject as aforesaid the Company in General
       Meeting may also cancel shares which have not been taken or agreed to be taken by any
       person and diminish the amount of its share capital by the amount of the shares so
       cancelled.

Modification of rights
10.    Whenever the capital, by reason of the issue of Preferences Shares or otherwise, is
       divided into different classes of shares, all or any of the rights and privileges attached to
       each class may, subject to the provisions of Sections 106 and 107 of the Act, be
       modified, commuted, affected or abrogated, or dealt with by agreement between the
       Company and any person purporting to contract on behalf of that class provided such
       agreement is ratified in writing by holders of at least three-fourths in nominal value of the
       issued shares of the class or is confirmed by a Special Resolution passed at a separate
       General Meeting of the holders of shares of that class and supported by the votes of the
       holders of at least three-fourths of those shares, and all the provisions hereinafter
       contained as to General Meetings shall, mutatis mutandis, apply to every such Meeting,
       but so that the quorum thereof shall be Members holding in person or by proxy three-
       fourths of the nominal amount of the issued shares of the class. This Article is not to
       derogate from any power the Company would have if this article were omitted.
_____________________________________________________________________________
 3 Inserted by a Special Resolution passed at the Annual General Meeting held on 9th June, 2004.

                                                        19                                         1
                                SHARES AND CERTIFICATES

Register and Index of Members
11.    The Company shall cause to be kept Register and Index of Members in accordance with
       Sections 150 and 151 of the Act.

Shares to be numbered progressively and no share to be sub-divided
12.    The shares in the Capital shall be numbered progressively according to their several
       denominations and, except in the manner hereinbefore mentioned, no share shall be
       subdivided, provided, however, that the provision relating to progressive numbering shall
       not apply to the shares to the companies which have been dematerialised.

Restriction on allotment
13.     The Board of Directors shall observe the restrictions as to allotment of shares to the
        public contained in Sections 69 and 70 of the Act, and shall cause to be made the returns
        as to allotment provided for in Section 75 of the Act.

Further issue of Capital
14.    Where at any time it is proposed to increase the subscribed capital of the Company by
       allotment of further shares, then subject to the provisions of sub-section (1A) of Section
       81 of the Act, such further shares shall be offered to the persons who, at the date of the
       offer, are holders of the equity shares of the Company, in proportion, as nearly as
       circumstances admit, to the Capital paid up on those shares at that date; and such offer
       shall be made by a notice specifying the number of shares offered and limiting a time not
       being less than 15 days from the date of the offer within which the offer, if not accepted,
       will be deemed to have been declined. The offer aforesaid shall include a right
       exercisable by the person concerned to renounce the shares offered to him or any of
       them in favour of any other person acceptable to the Board of Directors. After the expiry
       of the time specified in a notice aforesaid, or on receipt of earlier intimation from the
       person to whom such notice is given that he declined to accept the shares offered, the
       Board of Directors may dispose of them in such manner as it thinks most beneficial to the
       Company.

Shares under control of Directors
15.    Subject to the provisions of these Articles, and of the Act, the shares shall be under the
       control of the Directors who may allot or otherwise dispose of the same to such person on
       such terms and conditions and at such times as the Directors think fit and with full power to
       give any person the option to call for or be allotted shares of any class of the Company either
       (subject to the provisions of Section 78 and 79 of the Act) at a premium or at par or at a
       discount and for such time and for such consideration as the Directors think fit. Provided that
       option or right to call for shares shall not be given to any person except with the sanction of
       the Company in General Meeting.

Power also to Company in General Meeting to issue shares
16.    In addition to and without derogating from the powers for that purpose conferred on the Board
       of Directors under Articles 14 and 15, the Company in General Meeting may determine that
       any shares (whether forming part of the original capital or of any increased capital of the
       Company) shall be offered to such persons (whether member or not) in such proportion and
       on such terms and conditions, and either (subject to compliance with the provisions of
       Sections 78 and 79 of the Act) at a premium or at par or at a discount, as such General
       Meeting shall determine and with full power to give any person (whether a member or not)
       the option to call for or be allotted shares of any class of the Company either (subject to
       compliance with the provisions of Sections 78 and 79 of the Act) at a premium or at par or at
       a discount, such option being exercisable at such times and for such consideration as may be
       directed by such General Meeting; or the Company in General Meeting may make any other
       provision whatsoever for the issue, allotment or disposal of any shares.


                                               20                                               1
Acceptance of Shares
17.   Any application signed by or on behalf of an applicant for shares in the Company, followed by
      an allotment of any share therein, shall be an acceptance of shares within the meaning of
      these Articles; and every person who thus or otherwise accepts any shares and whose name
      is on the Register shall, for the purposes of these articles, be a Member.

Deposit and calls etc. to be a debt payable immediately
18.    The money (if any) which the Board of Director shall, on the allotment of any shares being
       made by it, require or direct to be paid by way of deposit, call or otherwise, in respect of any
       shares allotted by it, shall immediately on the inscription of the name of the allottee in the
       Register of Members as the name of the holder of such shares, become a debt due to and
       recoverable by the Company from the allottee thereof, and shall be paid by him accordingly.

Liability of Members
19.      Every Member, or his heirs, executors or administrators, shall pay to the Company the
         portion of the capital represented by his share or shares which may, for the time being,
         remain unpaid thereon, in such amounts, at such time or times, and in such manner, as the
         Board of Directors shall, from time to time, in accordance with the Company’s regulations
         require or fix for the payment thereof.

Share Certificate
20.    Every member or allottee of shares shall be entitled without payment, to receive within three
       months after allotment of any shares and within two months after the application for the
       registration of transfer of any shares, the certificate in respect of such shares, unless the
       conditions of the issue of shares otherwise provide. The certificate shall be under the
       common seal of the Company and be in such form as the Board shall prescribe or approve,
       and shall specify the name of the person in whose favour it is issued and the share or shares
       to which it relates and the amount paid up thereon; and the common seal shall be affixed to
       such certificates in the presence of two Directors or persons acting on behalf of the Directors
       under a duly registered power of attorney and the Secretary or some other person appointed
       by the Board for the purpose and such Directors or Attorney and Secretary or other person
       shall sign such certificates. Any two or more joint allottees of a share shall for the purpose of
       this Article, be treated as a single member and the certificate of any share which may be the
       subject of joint ownership may be delivered to any one of such joint owners on behalf of all of
       them. For any further certificate the Board shall be entitled, but shall not be bound, to
       prescribe a charge not exceeding one rupee. The Company shall comply with the provisions
       of Section 113 of the Act;

Renewal of Certificate
21.   If there is no further space on the back of share certificate for endorsement of transfer, or
      if it is old, decrepit or worn out, it shall, on request, be replaced by a new certificate, free
      of cost, but a renewal of certificates in the case of certificates torn through, defaced,
      destroyed or lost, shall be made on payment of such charge, not exceeding Rupee one,
      as may from time to time be prescribed by the Board of Directors; provided however that
      such new certificate shall not be granted except upon delivery of the worn out or defaced
      or used up certificate for the purpose of cancellation, or upon proof of destruction or loss,
      and such indemnity as the Board of Directors may require in the case of the certificate
      having been destroyed, lost or defaced beyond identification. Any renewal certificate shall
      be marked as such. The Company shall comply with the provisions of Companies (Issue
      of Share Certificates) Rule, 1960 and with such regulations as may from time to time be
      prescribed.

The first named of joint-holders deemed sole holder
   22. If any share stands in the names of two or more persons, the person first named in the
        Register shall, as regards receipt of dividends or bonus, or service of notices, subject to
        the provisions of Article 20, and all or any other matter connected with the Company,
        except voting at meetings and the transfer of the shares, be deemed the sole holder
        thereof, but the joint holders of a share shall be severally as well as jointly liable for the

                                                 21                                                 1
         payment of all installments and calls due in respect of such share, and for all incidents
         thereof according to the Company’s regulations.


Company to treat the person`s name in the Register of Members as the holder of Share
certificate
23.      Save as herein otherwise provided, the Company shall be entitled to treat the person
         whose name appears on the Register of Members as the holder of any share or whose
         name appears as the beneficial owner of shares in the records of the Depository, as the
         absolute owner thereof and accordingly shall not (except as ordered by a Court of
         competent jurisdiction or as by law required) be bound to recognise any benami trust or
         equity or equitable, contingent or other claim or interest in such share on the part of any
         other person whether or not it shall have express or implied notice thereof.

Company not bound to recognise any interest in share other than that of registered holder
423A. Subject to the provision of Article 23, the Company shall not be bound to recognise any
      equitable, contingent, future or partial interest in any share, or (except only as is by these
      presents otherwise expressly provided) any right in respect of a share other than an
      absolute right thereto, in accordance with these presents, in the person from time to time
      registered as holder thereof; but the Board shall be at liberty at their sole discretion to
      register any share in the joint names of any two or more persons or the survivor or
      survivors of them.

Funds of Company may not be applied in purchase of shares of the Company
24.    None of the funds of the Company shall be applied in the purchase of any shares of the
       Company, and it shall not give any financial assistance for or in connection with the
       purchase or subscription of any shares in the Company or in its holding Company save
       as provided by Section 77 of the Act.

UNDERWRITING AND BROKERAGE

Commission may be paid
25.  Subject to the provisions of Section 76 of the Act the Company may at any time pay a
     commission to any person in consideration of his subscribing or agreeing to subscribe
     (whether absolutely or conditionally) for any shares or debentures in the Company, or
     procuring, or agreeing to procure subscriptions (whether absolute or conditional) for any
     shares or debentures in the Company; but so that the commission shall not exceed in the
     case of shares five per cent of the price at which the shares are issued and in the case of
     debentures two and a half per cent of the price at which the debentures are issued.

Brokerage
26.    The Company may pay a reasonable sum for brokerage.

                                        INTEREST OUT OF CAPITAL

Interest may be paid out of Capital
27.     Where any shares are issued for the purpose of raising money to defray the expenses of
        the construction of any works or buildings, or the provision of any plant, which cannot be
        made profitable for a lengthy period, the Company may pay interest on so much of that
        share Capital as is for the time being paid up, for the period, at the rate and subject to the
        conditions and restrictions provided by Section 208 of the Act, and may charge the same
        to Capital as part of the cost of construction of the works or building, or the provision of
        plant.


4 Inserted by a Special Resolution passed at the Annual General Meeting held on 29th August, 1997.




                                                         22                                          1
                                              CALLS

Directors may make calls
28.    The Board of Directors may, from time to time, by a resolution passed at a meeting of the
       Board (and not by circular Resolution) make such call as it thinks fit upon the Members in
       respect of all moneys unpaid on the shares held by them respectively, and each member
       shall pay the amount of every call so made on him to the persons and at the times and
       places appointed by the Board of Directors. A call may be made payable by instalments.

Notice of calls
29.    Fifteen day’s notice at the least of any call shall be given by the Company specifying the
       time and place of payment, and the person or persons to whom such call shall be paid.

Calls to date from resolution
30.     A call shall be deemed to have been made at the time when the resolution authorising
        such call was passed at a meeting of the Board of Directors.

Directors may extend time
31.    The Board of Directors may, from time to time at its discretion, extend the time fixed for
       the payment of any call, and may extend such time as to all or any of the Members who
       from residence at a distance or other cause, the Board of Directors may deem fairly
       entitled to such extension, but no members shall be entitled to such extension save as a
       matter of grace and favour.

Calls to carry interest
32.     If any Member fails to pay any call due from him on the day appointed payment thereof,
        or any such extension thereof as aforesaid, he shall be liable to pay interest on the same
        from the day appointed for the payment thereof to the time of actual payment at such rate
        as shall from time to   time be fixed by the Board of Directors; but nothing in this Article
        shall render it compulsory upon the Board of Directors to demand or recover any interest
        from any such Member.

Proof on trial of suit for money due on share
33.     On the trial or hearing of any action or suit brought by the Company against any Member
       or his representatives for the recovery of any money claimed to be due to the Company
       in respect of his shares, it shall be sufficient to prove that the name of the Member in
       respect of whose shares the money is sought to be recovered, appears entered on the
       Register of Members as the holder, at or subsequently to the date at which the money
       sought to be recovered is alleged to have become due, of the shares in respect of which
       such money is sought to be recovered; that the resolution making the call is duly
       recorded in the minute book; and that notice of such call was duly given to the Member or
       his representatives issued in pursuance of these presents; and it shall not be necessary
       to prove the appointment of the Directors who made such call, nor that a quorum of
       Directors was present at the Board at which any call was made, nor that the meeting at
       which any call was made was duly convened or constituted nor any other matter
       whatsoever, but the proof of the matter aforesaid shall be conclusive of the debt.

Partial payment not to preclude forfeiture
34.     Neither the receipt by the Company of a portion of any money which shall from time to
        time be due from any Member to the Company in respect of his shares, either by way of
        principal or interest, nor any indulgence granted by the Company in respect of the
        payment of any such money, shall preclude the Company from thereafter proceeding to
        enforce a forfeiture of such shares as hereinafter provided.

Payment in anticipation of calls may carry interest
35.   The Board of Directors may, if it thinks fit, agree to and receive from any Member willing
      to advance the same, all or any part of the amounts of their respective shares beyond the
      sums actually called up; and upon the moneys so paid in advance, or upon so much
      thereof, from time to time, and at any time thereafter as exceeds the amount of the calls

                                                23                                                1
        then made upon and due in respect of the shares on account of which such advances are
        made, the Board of Directors may pay or allow interest, at such rate as the Member
        paying the sum in advance and the Board of Directors agree upon. The Board of
        Directors may agree to repay at any time any amount so advanced or may at any time
        repay the same upon giving to the Member three months` notice in writing.

Company's lien on shares
36.  The Company shall have a first and paramount lien upon all the shares (other than fully
     paid up shares) registered in the name of each member (whether solely or jointly with
     others) and upon the proceeds of sale thereof for all moneys (whether, presently payable
     or not ) called or payable at the fixed time in respect of such shares and no equitable
     interest in any share shall be created except upon the footing and condition that Article
     23 hereof is to have full effect. Unless otherwise agreed the registration of a transfer of
     share shall operate as a waiver of the Company’s lien, if any, on such shares.

As to enforcing lien by sale
37.    For the purpose of enforcing such lien the Board of Directors may sell the shares subject
       thereto in such manner as it thinks fit but no sale shall be made unless a sum in respect
       of which the lien exists is presently payable and until notice in writing of the intention to
       sell shall have been served on such member, his executors or administrators or his
       committee, curator bonis or other legal representatives as the case may be and default
       shall have been made by him or them in the payment of the sum payable as aforesaid for
       seven days after the date of such notice.

Application of proceeds of sale
38.    The net proceeds of the sale shall be received by the Company and applied in or towards
       payment of such part of the amount in respect of which the lien exists as is presently
       payable, and the residue, if any, shall be paid to such member, his executors or
       administrators or assigns or his committee, curator bonis or other legal representatives
       as the case may be.

                                   FORFEITURE OF SHARES

If money payable on share not paid, notice to be given to Member
39.     If any member fails to pay any call or instalment of a call on or before the day appointed
       for the payment of the same or any such extension thereof as aforesaid, the Board of
       Directors may, at any time thereafter, during such time as the call or instalment remains
       unpaid, give notice to him requiring him to pay the same together with any interest that
       may have accrued and all expenses that may have been incurred by the Company by
       reason of such nonpayment.

Terms of notice
40.    The notice shall name a day (not being less than fourteen days from the date of the
       notice) and a place or places on and at which such call or instalment and such interest
       and expenses as aforesaid are to be paid. The notice shall also state, that, in the event of
       the non-payment at or before the time, and at the place appointed, the shares in respect
       of which the call was made or instalment is payable, will be liable to be forfeited.

In default of payment shares to be forfeited
41.     If the requirement of any such notice as aforesaid shall not be complied with, every or
        any share in respect of which such notice has been given, may at any time thereafter
        before payment of all calls or instalments, interest and expenses due in respect thereof,
        be forfeited by a resolution of the Board of Directors to that effect.

Notice of forfeiture to a Member
42.    When any share shall have been so forfeited, notice of the forfeiture shall be given to the
       Member in whose name it stood immediately prior to the forfeiture, and an entry of the
       forfeiture, with the date thereof, shall forthwith be made in the Register of Members.


                                                24                                                1
Forfeited share to be the property of the Company and may be sold, etc.
43.     Any share so forfeited, shall be deemed to be the property of the Company, and may be
        sold, re-allotted, or otherwise disposed of, either to the original holder thereof or to any
        other person, upon such terms and in such manner as the Board of Directors shall think
        fit.

Member still liable to pay money owing at time of forfeiture and interest
44.  Any Member whose shares have been forfeited shall, notwithstanding the forfeiture, be
     liable to pay and shall forthwith pay to the Company, on demand, all calls, instalments,
     interest and expenses owing upon or in respect of such shares at the time of the
     forfeiture, together with interest thereon from the time of the forfeiture until payment, at
     such rate as the Board of Directors may determine and the Board of Directors may
     enforce the payment thereof, if it thinks fit.

Effect of forfeiture
45.     The forfeiture of a share shall involve extinction, at the time of the forfeiture, of all interest
        in and all claims and demands against the Company, in respect of the share and all other
        rights incidental to the share, except only such of those rights as by these presents are
        expressly saved.

Validity of sale under Article 37 and 43
46.     Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers
        hereinbefore given, the Board of Directors may appoint some person to execute an
        instrument of transfer of the shares sold and cause the purchaser’s name to be entered
        in the Register in respect of the shares sold, and the purchaser shall not be bound to see
        to the regularity of the proceedings, nor to the applications of the purchase money, and
        after his name has been entered in the Register in respect of such shares, the validity of
        the sale shall not be impeached by any person, and the remedy of any person aggrieved
        by the sale shall be in damages only and against the Company exclusively.

Cancellation of share certificates in respect of forfeited shares and issue of new
certificates
47.      Upon any sale, re-allotment or other disposal under the provisions of the preceding
         Articles, the certificate or certificates originally issued in respect of the relative shares
         shall (unless the same shall on demand by the Company have been previously
         surrendered to it by the defaulting member) stand cancelled and become null and void
         and of no effect. Where any shares under the powers in that behalf herein contained are
         sold by the Board of Directors and the certificate in respect thereof has not been
         delivered up to the Company by the former holder of such shares, the Board of Directors
         may issue a new certificate for such shares distinguishing it in such manner as it may
         think fit from the certificate not so delivered up.

Power to annul forfeiture
48.    The Board of Directors may at any time before any share so forfeited shall have been
       sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such
       conditions as it thinks fit.

                          TRANSFER AND TRANSMISSION OF SHARES

Register of Transfers
49.    The Company shall keep a book, to be called the "Register of Transfers", and therein
       shall be fairly and distinctly enter particulars of every transfer or transmission of any
       share.

Form of transfer
50.    The instrument of transfer of any shares shall be in writing in such form as may from time
       to time be prescribed under the Act and or the rules made thereunder. Subject thereto

                                                   25                                                   1
    the Directors may prescribe a common form for instruments of transfer, which may from time
    to time be altered by the Directors and all the provisions of Section 108 of the Act and of any
    statutory amendments thereof for the time being shall be duly complied with in respect of all
    transfers of shares and of the registration of such shares.

To be executed by Transferor and Transferee
51.    Every such instrument of transfer shall be executed both by the transferor and the
       transferee and attested and the transferor shall be deemed to remain the holder of such
       shares until the name of the transferee shall have been entered in the Register of
       Members in respect thereof.

Transfer Books when closed
52.    The Board of Directors shall have power, on giving seven days' previous notice by
       advertisement in a newspaper circulating in Mumbai, to close the transfer books, the
       register of members or register of debentures-holders at such time or times and for such
       period or periods, not exceeding thirty days at a time and not exceeding in the aggregate
       forty-five days in each year, as to it may seem expedient.

Directors may refuse to register transfers
53.    Subject to the provisions of Section 111 of the Act, the Board of Directors may, at its own
       absolute and uncontrolled discretion, and without assigning any reason, decline to
       register or acknowledge any transfer of shares, (notwithstanding that the proposed
       transferee be already a member), but in such case it shall, within two months from the
       date on which the instrument of transfer was lodged with the Company, send to the
       transferee and the transferor notice of the refusal to register such transfer. Provided that
       except in the case of a lien on shares registration of a transfer shall not be refused on the
       ground of the transferor being either alone or jointly with any other person or persons
       indebted to the Company on any account whatsoever.

Death of one or more joint-holders of shares
54.    In the case of the death of any one or more of the persons named in the Register as the
       joint holders of any share, the survivor or the survivors shall be the only persons
       recognised by the Company as having any title to or interest in such share, but nothing
       herein contained shall be taken to release the estate of a deceased joint holder from any
       liability on shares held by him jointly with any other person.

Title to shares of deceased member
55.      The executors or administrators of a deceased Member (not being one or two or more
         joint holders) shall be the only person recognised by the Company as having any title to
         the shares registered in the name of such Member, and the Company shall not be bound
         to recognise such executors or administrators unless such executors or administrators
         shall have first obtained Probate or Letters of Administration, as the case may be, from a
         duly constituted Court in the Union of India; provided that in any case where the Board of
         Directors in its absolute discretion thinks fit, the Board of Directors may dispense with
         production of Probate or Letters of Administrations, and under Article 57, register the
         name of any person who claims to be absolutely entitled to the shares standing in the
         name of a deceased Member, as a Member.

Compliance with the Estate Duty Act. 1953
56.   If any Member of the Company dies, and the Company, through any of its principal officer
      within the meaning of the Estate Duty Act, 1953, has knowledge of the death, it shall not
      be lawful for the Company to register the transfer of any shares standing in the name of
      the deceased Member unless the transferee has acquired such shares for valuable
      consideration or there is produced to it a certificate from the Controller, Deputy Controller
      or Assistant Controller of Estate Duty that either the estate duty in respect thereof has
      been paid or will be paid or none is due as the case may be. Where the company has
      come to know through any of its principal officers of the death of any Member, the
      Company shall, within one month of the receipt of such knowledge, furnish to the

                                                26                                                1
         Assistant Controller or the Deputy Controller of Estate Duty who is exercising the
         functions of the Income-Tax Officer in the case of the Company, such particulars as may
         be prescribed by the Estate Duty Rules, 1953.

Nomination of Shares
556A    (i)   Notwithstanding anything contained in Articles 55 and 56, every holder of shares,
              in, or holder of debentures of the Company may either singly or jointly up to two
              persons at any time nominate a person in the prescribed manner to whom the
              shares and/or interest of the Member in the capital of the Company or
              debentures shall be transferred in the event of his or her death. A member may
              revoke or vary his or her nomination, at any time, by notifying the Company to
              that effect.

         (ii)      Where the shares in or debentures of the Company are held by more than one
                   person jointly, the joint holders upto two persons may together nominate, in the
                   prescribed manner, a person in whom all the rights in the shares in or debentures
                   of the Company shall vest in the event of death of all the joint holders.

          (iii)    Notwithstanding anything contained in any other law for the time being in force or
                   in any disposition whether testamentary or otherwise, where a nomination made
                   in the prescribed manner purports to confer on any person the right to vest the
                   shares in or debentures of the Company, the nominee shall, on the death of the
                   shareholder or holder of debentures of the Company or as the case may be, on
                   the death of the last of the joint holders, become entitled to all the rights in the
                   shares or debentures of the Company to the exclusion of all other persons,
                   unless the nomination is varied or cancelled.

         (iv)      Any person who becomes a nominee by virtue of the aforesaid provisions upon
                   the production of such evidence as may be required by the Board or Committee
                   thereof and subject as hereinafter provided, elect, either.

                    (a) to be registered himself as holder of shares or debentures, as the case may
                        be; or

                    (b) to make such transfer of shares or debentures, as the case may be, as the
                        deceased shareholder or debenture holder, as the case may be, could
                        have made.

         (v)       The Board shall, in either case, have the same right to decline or suspend
                   registration as it would have had, if the deceased shareholder or debenture
                   holder, as the case may be, had transferred the shares or debentures, as the
                   case may be, before his death.

         (vi)      No person shall be recognized by the Company as a nominee unless the
                   shareholder has, during his life time, given an intimation to the Company of his
                   having appointed a nominee in the manner specified under Section 109A of the
                   Company Act, 1956.

         (vii)     The Company shall not be in any way responsible for transferring the shares
                   and/ or debentures consequent upon such information.

         (viii)    If the holder of the shares or debentures survives the nominee, then and in such
                   case the nomination made by the registered holder shall be of no effect and shall
                   automatically stand revoked.


5 Inserted by a Special Resolution passed at the Annual General Meeting held on 28th July, 1999.



                                                          27                                         1
Registration of persons entitled to shares otherwise than by transfer
57.    Subject to the provisions of Articles 54 and 55, any person becoming entitled to shares in
       consequence of the death, lunacy, bankruptcy or insolvency of any Member, or the
       marriage of any female Member, or by any lawful means other than by a transfer in
       accordance with these presents, may, with the consent of the Board of Directors (which it
       shall not be under any obligation to give), upon producing such evidence that he sustains
       the character in respect of which he proposes to act under the Article, or of his title, as
       the Board of Directors think sufficient, either be registered himself as the holder of the
       shares or elect to have some person nominated by him and approved by the Board of
       Directors, registered as such holder; provided, nevertheless, that if such person shall
       elect to have his nominee registered, he shall testify the election by executing to his
       nominee an instrument of transfer in accordance with the provision herein contained, and
       until he does so, he shall not be freed from any liability in respect of the shares.

Transfer to be presented with evidence of title
58.    Every instrument of transfer shall be presented to the Company duly stamped for
       registration accompanied by such evidence as the Board of Directors may require to
       prove the title of the transferor, his right to transfer the shares and generally under and
       subject to such conditions and regulations as the Board of Directors shall from time to
       time prescribe, and every registered instrument of transfer shall remain in the custody of
       the Company until destroyed by order of the Board of Directors.

Conditions of registration of transfer
59.    Before the registration of a transfer, the certificate or certificates of the share or shares to
       be transferred must be delivered to the Company along with (save as provided in Section
       108) a properly stamped and executed instrument of transfer.

Fee on transfer or transmission
60.    No fee shall be payable to the Company in respect of the transfer or transmission of
       shares.

The Company not liable for disregard of a notice prohibiting registration of a transfer
61.   The Company shall incur no liability or responsibility whatever in consequence of its
      registering or giving effect to any transfer of shares made or purporting to be made by
      any apparent legal owner thereof (as shown or appearing in the Register of Members) to
      the prejudice of persons having or claiming any equitable right, title or interest to or in the
      said shares, notwithstanding that the Company may have had notice of such equitable
      right, title or interest or notice prohibiting registration of such transfer, and may have
      entered such notice, or referred thereto, in any book of the Company, and the Company
      shall not be bound or required to regard or attend or give effect to any notice which may
      be given to it of any equitable right, title or interest, or be under any liability whatsoever
      for refusing or neglecting so to do, though it may have been entered or referred to in
      some book of the Company; but the Company shall nevertheless, be at liberty to regard
      and attend to any such notice , and give effect thereto if the Board of Directors shall so
      think fit.

Dematerialiasation of shares
6 61A. "Notwithstanding anything contained herein, the Company shall be entitled to
       dematerialize its Shares, Debentures and other Securities pursuant to the Depositories
       Act, 1996 and to offer its Shares, Debentures and other Securities for subscription in a
       dematerialised form. The Company shall further be entitled to maintain a Register of
       Members with the details of Members holding shares both in material and dematerialised
       form in any media as permitted by law including any form of electronic media."

6 Inserted by a Special Resolution passed at the Annual General Meeting held on 29th August, 1997.




                                                        28                                           1
Certificate not issued but kept in electronic and fungible form
7 61B. In the case of transfer of Shares or other marketable Securities where the Company has
        not issued any Certificates and where such Shares or Securities are being held in an
        electronic and fungible form, the provisions of the Depositories Act, 1996 shall apply.

                                Copies of Memorandum of Articles to be
                                           sent to Members

Copies of Memorandum and Articles of Association to be sent by the Company
62.    Copies of the Memorandum and Articles of Association of the Company and other
       documents referred to in Section 39 of the Act shall be sent by the Company to every
       member at his request, within seven days of the request, on payment of the sum of
       Rupee one for each copy.

                                              Borrowing Powers

Power to borrow
63.     Subject to the provisions of Section 292 and 293 of the Act, the Board of Directors may,
       from time to time at its discretion, by a resolution passed at a Meeting of the Board,
       accept deposit from Members, either in advance of Calls or otherwise, and generally
       raise or borrow or secure the payment of any sum or sums of money for the Company.
       Provided, however, where the moneys to be borrowed together with the moneys already
       borrowed (apart from temporary loans obtained from the Company's Bankers in the
       ordinary course of business) exceed the aggregate of the paid up capital of the Company
       and its free reserves (not being reserves set apart for any specific purpose) the Board of
       Directors shall not borrow such moneys without the consent of the Company in General
       Meeting.

The payment or repayment of moneys borrowed
64.    The payment or re-payment of moneys borrowed aforesaid may be secured in such
       manner and upon such terms and conditions in all respects as the Board of Directors
       may think fit, and in particular by a resolution passed at a meeting of the Board (and not
       by circular resolution) by the issue of debentures or debenture stock of the Company,
       charged upon all or any part of the property of the Company (both present and future),
       including its uncalled Capital for the time being; and debentures, debenture stock and
       other securities may be made assignable free from any equities between the Company
       and the person to whom the same may be issued.

Terms of Issue of Debentures
65.    Any debentures, debenture stock or other securities may be issued at a discount,
       premium or otherwise and may be issued on condition that they shall be convertible into
       shares of any denomination, and with any privileges and conditions as to redemption,
       surrender, drawing, allotment of shares and attending (but not voting) at General
       Meetings, appointment of Directors and otherwise. Debentures with the right to
       conversion into or allotment of shares shall be issued only with the consent of the
       Company in General Meeting.

Register of Mortgages etc. to be kept
66.    The Board of Directors shall cause a proper Register to be kept in accordance with the
       provisions of Section 143 of the act, of all mortgages, debentures and charges
       specifically affecting the property of the company; and shall cause the requirements of
       Sections 118, 125 and 127 to 144 (both inclusive) of the Act in that behalf to be duly
       complied with, so far as they fall to be complied with by the Board of Directors.

7 Inserted by a Special Resolution passed at the Annual General Meeting held on 29th August, 1997.




                                                        29                                           1
Register and Index of Debenture holders
67.    The Company shall, if at any time it issues debentures, keep a Register and Index of
       debenture holders in accordance with Section 152 of the Act.

                               Conversion of Shares into Stock

Shares may be converted into stock
68.    The Company in General Meeting may convert any paid up shares into stock; and when
       any shares shall have been converted into stock, the several holders of such stock may
       thenceforth transfer their respective interest therein, or any part of such interest, in the
       same manner and subject to the same regulations as, and subject to which the shares
       from which the stock arose might have been transferred, if no such conversion had taken
       place, or as near thereto as circumstances will admit. The Company may any time
       reconvert any stock into paid-up shares of any denomination.

Right of stock holders
69.    The holders of stock shall, according to the amount of stock held by them, have the same
       rights, privileges and advantage as regards dividends, voting at meetings of the
       company, and other matters, as if they held the shares from which the stock arose; but
       no such privilege or advantage (except participation in the dividends and profits of the
       company and in the assets on winding up) shall be conferred by an amount of stock
       which would not, if existing in shares, have conferred that privilege or advantage.

                                      Meeting of Members

Annual or Ordinary General Meeting-Annual Summary
70.    The Company shall in each year hold in addition to any other meetings a general meeting
       as its Annual General Meeting and shall specify the meeting as such in notices calling it;
       and not more than fifteen months shall elapse between the date of one Annual General
       Meeting of the Company and that of the next. Nothing contained in the foregoing
       provisions shall be taken as affecting the right conferred upon the Registrar under
       provision to Section 166(1) of the Act to extend the time within which any Annual General
       Meeting may be held. Every Annual General Meeting shall be called for a time during
       business hours, on a day that is not a public holiday, and shall be held at the Registered
       Office of the Company or at some other place within the city of Mumbai as the Board of
       Directors may determine. Every member of the Company shall be entitled to attend either
       in person or by proxy and the Auditor of the Company shall have the right to attend and
       to be heard at any General Meeting which he attends on any part of the business which
       concerns him as Auditor. At every Annual General Meeting of the Company there shall
       be laid on the table the Directors' Report and Audited Statement of Accounts, Auditors'
       Report (if not already incorporated in the Audited Statement of Accounts), Proxies and
       the Register of Directors' shareholdings, which Register shall remain open and
       accessible during the continuance of the Meeting. The Board of Directors shall prepare
       the annual List of Members, Summary, and Balance Sheet and Profit and Loss Account
       and forward the same to the Registrar of Companies, Bombay, in accordance with
       Sections 159, 161 and 220 of the Act.

Extraordinary General Meeting
71.    The Board of Directors, may, whenever it thinks fit, call an Extraordinary General Meeting
       and it shall do so upon a requisition in writing by any Member or Members holding in the
       aggregate not less than one-tenth of the issued Capital upon which all calls or other sums
       then due have been paid.




                                                30                                               1
Requisition of Members to state object of Meeting
72.    Any requisition so made by Members must state the object or objects of the meeting
       proposed to be called, and must be signed by requisitionists and be deposited at the
       Office; provided that such requisition may consist of several documents in like form, each
       signed by one or more requisitionists.

On receipt of requisition, Directors to call Meeting and in default requisitionists may do so
73.    Upon the receipt of any such requisition, the Board of Directors shall forthwith call an
       Extraordinary General Meeting, and if they do not proceed within twenty-one days from
       the date of the requisition being deposited at the Office, to cause a meeting to be so
       called, the requisitionists, or a majority of them in value, may themselves call the
       meeting, but in either case any meeting so called shall be held within three months from
       the date of the delivery of the requisition as aforesaid.

Meeting called by requisitionists
74.    Any meeting called under the foregoing Articles by the requisitionists shall be called in
       the same manner, as early as possible, as that in which meetings are to be called by the
       Board of Directors.

Twenty-one days' notice of meeting to be given
75.   Twenty-one days' notice at the least of every General Meeting, Ordinary or Extraordinary
      and by whomsoever called, specifying the day, place and hour of meeting, and the
      general nature of the business to be transacted thereat, shall be given in the manner
      hereinafter provided, to such persons as are under the Act entitled to receive notice from
      the Company. Provided that in the case of an Annual General Meeting, with the consent
      in writing of all the Members entitled to vote thereat, and in the case of any other
      meeting, with the consent of Members holding not less than 95 per cent of such part of
      the paid up Share Capital of the Company as gives a right to vote at the meeting, a
      meeting may be convened by a shorter notice. In the case of an Annual General Meeting,
      all business to be transacted at the meeting shall be deemed special, with the exception
      of business relating to (i) the consideration of the accounts, balance sheet and the report
      of the Board of Directors and Auditors, (ii) the declaration of dividend, (iii) the
      appointment of Directors in the place of those retiring, and (iv) the appointment of, and
      the fixing of the remuneration of the Auditors; and in the case of any other meeting, all
      business shall be deemed special. Where any items of business to be transacted at the
      meeting are deemed to be special as aforesaid, there shall be annexed to the notice of
      the Meeting a statement setting out all material facts concerning each such item of
      business, including in particular the nature of the concern or interest, if any, therein, of
      every director. Provided that where any item of special business as aforesaid to be
      transacted at a meeting of the Company relates to, or affects, any other company, the
      extent of shareholding interest in that other company of every director of the Company
      shall also be set out in the statement if the extent of such shareholding interest is not less
      than twenty percent of the paid-up share capital of that other company. Where any item
      of business consists of the according of approval to any document by the Meeting, the
      time and place where the document can be inspected shall be specified in the statement
      aforesaid.

Omission to give notice not to invalidate a resolution passed
76.   The accidental omission to give any such notice as aforesaid to, or the non-receipt of
      such notice by, any Member or other person to whom it should be given shall not
      invalidate the proceedings at the meeting.

Notice of business to be given
77.    No General Meeting, Ordinary or Extraordinary, shall be competent to enter upon,
       discuss or transact any business which has not been mentioned in the notice or notices
       upon which it was convened.


                                                31                                                1
Quorum at General Meeting
78.   Five Members present in person shall be a quorum for a General Meeting.

If quorum not present, meeting to be dissolved or adjourned
79.     If, at the expiration of half an hour from the time appointed for holding a meeting of the
        Company, a quorum shall not be present, the meeting, if convened by or upon the
        requisition of Members, shall stand dissolved, but in any other case, the meeting shall
        stand adjourned to the same day in the next week at the same time and place, or to such
        other day and at such other time and place as the Board of Directors may determine, and
        if at such adjourned meeting, a quorum is not present, at the expiration of half an hour
        from the time appointed for holding the meeting, the Members present shall be a quorum,
        and may transact the business for which the meeting was called.

Chairman of General Meeting
80.   The Chairman of the Board of Directors shall be entitled to take the Chair at every
      general meeting, whether Ordinary or Extraordinary. If at any meeting the Chairman shall
      not be present within fifteen minutes from the time appointed for holding such meeting,
      then Vice- Chairman shall be entitled to take the Chair at such general meeting. If,
      however, there be no such Chairman or Vice-Chairman, or if at any meeting the
      Chairman and the Vice-Chairman both shall not be present within fifteen minutes of the
      time appointed for holding such meeting, the members present shall elect another
      Director as Chairman, and if no Director be present, or if all the Directors present decline
      to take the Chair, then the members present shall elect one of their number to be the
      Chairman.

Business confined to election of Chairman whilst chair vacant
81.   No business shall be discussed at any General Meeting except the election of a
      Chairman, whilst the chair is vacant.

Chairman with consent may adjourn meeting
82.   The Chairman, with the consent of the member, may adjourn any meeting from time to
      time and from place to place in Mumbai, but no business shall be transacted at any
      adjourned meeting other than the business left unfinished at the meeting from which the
      adjournment took place.

Question at General Meeting how decided
83.    At any General Meeting a resolution put to the vote of the meeting shall be decided on a
       show of hands, unless a poll is (before or on the declaration of the result of the show of
       hands) demanded by the Chairman of the meeting or by any Member or Members
       present in person or by proxy and holding shares in the Company which confers a power
       to vote on the resolution not being less than one-tenth of the total voting power in respect
       of the resolution or on which an aggregate sum of not less than fifty thousand rupees has
       been paid-up, and unless a poll is so demanded, a declaration by the Chairman that a
       resolution has, on a show of hands, been carried or carried unanimously, or by a
       particular majority, or lost and an entry to that effect in the Minute Book of the Company
       shall be conclusive evidence of the fact, without proof of the number or proportion of the
       votes recorded in favour of or against that resolution.

Chairman's casting vote
84.   In the case of an equality of votes the Chairman shall, both on a show of hands and at a
      poll (if any), have a casting vote in addition to the vote or votes to which he may be
      entitled as a Member.


Poll to be taken, if demanded
85.     If a poll is demanded as aforesaid the same shall, subject to Article 87, be taken at such


                                                32                                                   1
        time, not later than 48 hours from the time when the demand was made, and place in
        Mumbai, and either by open voting or by ballot, as the Chairman shall direct, and either at
        once or after an interval or adjournment, or otherwise, and the result of the poll shall be
        deemed to be the resolution of the meeting at which the poll was demanded. The
        demand for a poll may be withdrawn.

Scrutineers at poll
86.    Where a poll is to be taken, the Chairman of the meeting shall appoint two scrutineers to
       scrutinise the votes given on the poll and to report thereon to him. One of the scrutineers
       so appointed shall always be a Member (not being an officer or employee of the
       Company) present at the meeting, provided such a Member is available and willing to be
       appointed. The Chairman shall have power at any time before the result of the poll is
       declared to remove a scrutineer from office and fill vacancies in the office of scrutineer
       arising from such removal or from any other cause.

In what case poll taken without adjournment
87.    Any poll duly demanded on the election of a Chairman of a meeting or on any question of
       adjournment shall be taken at the meeting forthwith.

Dem and for poll not to pre vent transaction of other business
88.   The demand for a poll, except on the questions of the election of the Chairman and of an
      adjournment, shall not prevent the continuance of a meeting for the transaction of any
      business other than the question on which the poll has been demanded.

                                       Votes of Members

Members in arrears not to vote
89.  No members shall be entitled to vote, either personally or by proxy for another member at
     any General Meeting or meeting of a class of shareholders or upon a poll, in respect of
     any shares registered in his name on which any calls or other sums presently payable by
     him have not been paid or in regard to which the Company has, and has exercised, any
     right of lien.

Number of votes to which Member entitled
90.   Subject to the provisions of Articles 94 and 95, every Member, not disqualified by the last
      preceding Article, shall be entitled to be present, and to speak and vote at such meeting,
      and on a show of hands every Member present in person shall have one vote and upon a
      poll every Member present in person or by proxy shall have voting rights in proportion to
      his share of the paid up capital of the Company held by him either alone or jointly with
      any other person or persons, so however that if any preference shareholder be present at
      any meeting of the Company, he shall, save as provided in Section 87 (2) (b) of the Act,
      have a right to vote only on resolutions placed before the meeting which directly affect
      the rights attached to his preference shares.

How members non compose mentis and minor may vote
91.   A Member of unsound mind, or in respect of whom an order has been made by any Court
      having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his
      committee or other legal guardian, and any such committee or guardian may, on a poll,
      vote by proxy; if any Member be a minor, the vote in respect of his share shall be by his
      guardian, or any one of his guardians, if more than one, to be elected in case of dispute
      by the Chairman of the meeting.

Votes of joint Members
   92. If there be joint registered holders of any shares, any one of such persons may vote at
       any meeting or may appoint another person (whether a member or not) as his proxy in
       respect of such share, as if he were solely entitled thereto, but the proxy so appointed



                                               33                                                1
        shall not have any right to speak at the meeting; and, if more than one of such joint-
        holders be present at any meeting that one of the said persons so present whose name
        stands higher on the Register shall be alone entitled to speak and to vote in respect of
        such shares, but the other or others of the joint-holders shall be entitled to be present at
        the meeting. Several executors or administrators of a deceased Member in whose name
        shares stand shall, for the purpose of these Articles, be deemed joint-holders thereof.

Voting in person or by proxy
93.     Subject to the provisions of these Articles votes may be given either personally or by
        proxy. No Member present only by proxy shall be entitled to vote on a show of hands.

Appointment of proxy
94.   Every proxy (whether a Member or not) shall be appointed in writing under the hand of
      the appointer or his attorney, or if such appointer is a Corporation under the Common
      Seal of such Corporation, or the hand of its attorney, who may be the appointee, and any
      Committee or guardian may appoint such proxy. The proxy so appointed shall not have
      any right to speak at the meeting.

Representation of Corporations
95.   A body corporate may, if it is a member of the Company, by resolution of its Board of
      Directors or other governing body authorise such person as it thinks fit to act as its
      representative at any meeting of the Company or at any meeting of any class of
      Members of the Company. A person authorised by resolution as aforesaid shall be
      entitled to exercise the same rights and powers (including the right to vote by proxy) on
      behalf of the body corporate which he represents as that body could exercise if it were a
      natural person.

Deposit of Instrument of Appointment
96.    The instrument appointing a proxy and the power of attorney or other authority (if any),
       under which it is signed or a notarially certified copy of that power of authority, shall be
       deposited at the Office not later than forty-eight hours before the time for holding the
       meeting at which the person named in the instrument proposes to vote, and in default the
       instrument of proxy shall not be treated as valid.

Form of proxy
97.    Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as
       circumstances will admit, be in any of the forms set out in Schedule IX of the Act.

Validity of votes given by proxy notwithstanding death of Member
98.     A vote given in accordance with the terms of an instrument of proxy shall be valid
        notwithstanding the previous death of the principal, or revocation of the proxy or of any
        power of attorney under which such proxy was signed, or the transfer of the share in
        respect of which the vote is given, provided that no intimation in writing of the death,
        revocation or transfer shall have been received at the Office before the meeting.

Time for objections of votes
99.    No objection shall be made to the validity of any vote, except at the meeting or poll at
       which such vote shall be tendered, and every vote, whether given personally or by proxy,
       not disallowed at such meeting or poll, shall be deemed valid for all purpose of such
       meeting or poll whatsoever.

Chairman of any Meeting to be the judge of validity of any vote
100.  The Chairman of any meeting shall be the sole judge of the validity of every vote
      tendered at such meeting. The Chairmen present at the taking of a poll shall be the sole
      judge of the validity of every vote tendered at such poll.




                                                34                                                1
Minutes of General Meeting and inspection thereof by Members
101.   Minutes of all proceedings of every General Meeting of the Company, containing a fair
       and correct summary of the proceedings including all appointments of officers made
       thereat, shall be kept by making within thirty days of the conclusion of every such
       meeting concerned entries in books maintained for that purpose with their pages
       consecutively numbered. Each page of every such book shall be initialled or signed and
       the last page shall be dated and signed by the Chairman of the same meeting within the
       aforesaid period of thirty days or in the event of the death or inability of that Chairman
       within that period, by a Director duly authorized by the Board for the purpose. Nothing
       herein contained shall be deemed to require the inclusion in any such minutes of any
       matter which in the opinion of the Chairman of the meeting, (a) is, or could reasonably be
       regarded as, defamatory of any person, (b)is irrelevant or immaterial to the proceedings,
       or (c) is detrimental to the interests of the Company. The Chairman of the meeting shall
       exercise an absolute discretion in regard to the inclusion or non-inclusion of any matter in
       the minutes on the aforesaid grounds. Minutes of meetings so kept shall be evidence of
       the proceedings recorded therein.

                                                     Directors

Number of Directors
8 102. Unless otherwise determined by the Company in General Meeting, the number of
       Directors shall not be less than 5 (five) and shall not be more than 16 (sixteen).

Director Exofficio
9 103. Deleted.

Debenture Directors
104.  If it is provided by any Trust Deed securing or otherwise in connection with any issue of
      debentures of the Company that any person or persons shall have power to nominate a
      Director of the Company, then in the case of any and every such issue of debentures the
      person or persons having such power may exercise such power from time to time and
      appoint a Director accordingly. Any Director so appointed is herein referred to as a
      Debenture Director. A Debenture Director may be removed from office at any time by the
      person or persons in whom for the time being is vested the power under which he was
      appointed and another Director may be appointed in his place. A Debenture Director shall
      not be liable to retire by rotation.

Special Directors
10104-A.Notwithstanding anything to the contrary contained in these Articles so long as any
      moneys remain owing by the Company to the Industrial Credit and Investment
      Corporation of India Limited (ICICI), the Life Insurance Corporation of India (LIC), Unit
      Trust of India (UTI), a State Financial Corporation or any Financial Institution, owned or
      controlled by the Central Government or a State Government or the Reserve Bank of
      India out of any loan granted by the said Institutions to the Company or so long as the
      said Institutions continue to hold shares/debentures in the Company as a result of
      underwriting or direct subscription, the said Institutions and the Debenture Trustees only
      in case the Company defaults the payment of interest on debentures or repayment of
      principal amount of debentures on due dates, shall each have a right from time to time to
      appoint one person as their nominee Director (hereinafter described as Special Director)
      on the Board of the Company and to remove from such office any person so appointed
      and to appoint any other person in his place; the Board of Directors of the Company shall
      have no power to remove from the office the said Special Director, the said Special
      Director shall not be required to hold any share qualification in the Company nor shall he

8 Inserted by a Special Resolution passed at the Extraordinary General Meeting held on 15th February, 2003.
9 Deleted by a Special Resolution passed at the Annual General Meeting held on 25th September, 1970.
10 Inserted by a Special Resolution passed at the Annual General Meeting held on 21st August, 1973.


                                                          35                                                  1
          be liable to retirement by rotation of Directors. Subject as aforesaid, the said Special
          Director shall be entitled to the same rights and privileges and be subject to the same
          obligations as any other Director of the Company.

Appointment of Alternate Director
105.  The Board of Directors of the Company may appoint an alternate Director to act for a
      Director (hereinafter called "the Original Director") during his absence for a period of not
      less than three months from the State of Maharashtra. An alternate Director appointed
      under this Article shall vacate office if and when the Original Director returns to the State
      of Maharashtra. If the term of office of the Original Director is determined before he so
      returns to the State of Maharashtra, any provision in the said Act or in these Articles for
      the automatic reappointment of retiring Directors in default of another appointment shall
      apply to the Original Director and not to the alternate Director.

Directors may fill up vacancies and add to their number
106.   Subject to the provisions of Sections 260, 262 and 284 (6) of the Act the Board of
       Directors shall have power, at any time, and from time to time to appoint any other
       qualified person to be a Director, either to fill a casual vacancy or as an addition to the
       Board, but so that the total number of Directors shall not at any time exceed the
       maximum fixed as above.

Qualification of Directors
11 107. Deleted.

Remuneration of Directors
108. Subject to the provisions of Sections 198, 309 and 310 of the Act, the remuneration
     payable to the Directors of the Company may be as hereinafter provided. The remuneration
     only by way of a fee for each meeting of the Board or a Committee thereof attended by any
     Director shall be such sum as may be determined by the Board but not exceeding the
     amount as may be prescribed from time to time by the Central Government. Provided that if
     the remuneration so determined exceeds the amount prescribed by the Central
     Government then the approval of the Central Government shall be obtained. The Director
     shall be paid such further remuneration (if any) as the Company in General Meeting shall
     from time to time determine; and such further remuneration shall be divided among the
     Directors in such proportion and manner as the Board may from time to time determine,
     and in default of such determination shall be divided among the Directors equally.

Special remuneration of Director performing extra service
109.   Subject as mentioned in Article 108, if any Director be called upon to perform extra
       services or special exertions or efforts (which expression shall include work done by a
       Director as a member of any Committee formed by the Directors) the Board may arrange
       with such Director for such special remuneration for such extra services or special
       exertions or efforts either by a fixed sum or otherwise as may be determined by the
       Board and such remuneration may be either in addition to or in substitution for his
       remuneration above provided.

Travelling etc. expenses of Directors
110.    The Board of Directors may allow and pay to any Directors attending the meetings of the
        Board of Directors of the Company or any of its Committees such sum as the Board may
        consider fair reimbursement for travelling, boarding, lodging and other expenses in
        addition to his fee for attending such meetings; and if any Director be called upon to go
        out on the Company's business he shall subject to such regulations, if any, as the Board
        may specify in that behalf be entitled to be paid and reimbursed any travelling or other
        expenses incurred in that connection.


11 Deleted by a Special Resolution passed at the Annual General Meeting held on 10th December, 1986.




                                                        36                                             1
Directors may act notwithstanding vacancy
111.   The continuing Directors may act notwithstanding any vacancy in their body, but, if and
       so long as their number is reduced below the quorum fixed by the Act for a meeting of the
       Board, the continuing Directors or Director, may act for the purpose of increasing the
       number of Directors to that number, or of summoning a General Meeting, but for no other
       purpose.

When office of Director to be vacated
112.  Subject to Section 283 (2) of the Act, the office of a Director shall become vacant if :-
      (a)      deleted.

        (b)     he is found to be of unsound mind by a Court of competent jurisdiction; or

        (c)     he applies to be adjudicated an insolvent; or

        (d)     he is adjudged an insolvent; or

        (e)     he fails to pay any call made on him in respect of shares of the Company held by
                him, whether alone or jointly with others, within six months from the last date
                fixed for the payment of such call unless the Central Government has, by
                notification in Official Gazette, removed the disqualification incurred by such
                failure; or

        (f)     he or any of his relatives or partners of any firm of which he or any of his relatives
                is a partner, or any private company of which he is a Director or member,
                accepts or holds any office or place of profit under the Company, other than that
                of Managing Director or Manager or Banker or Trustee for the holders of
                debentures of the Company, under the Company except with the consent of the
                Company accorded by a Special Resolution, and the approval of the Central
                Government wherever necessary as required by Section 314 of the Act; or

        (g)     he absents himself from three consecutive meetings of the Directors or from all
                meetings of the Directors for a continuous period of three months, whichever is
                longer, without leave of absence from the Board of Directors; or

        (h)     he becomes disqualified by an order of Court under Section 203 of the Act; or

        (i)     he is removed in pursuance of Section 284 of the Act; or
        (j)     he (whether by himself or by any person for his benefit or on his account) or any
                firm in which he is a partner or any private company of which he is a Director,
                accepts a loan, or any guarantee of security for a loan, from the Company in
                contravention of Section 295 of the Act; or

        (k)     he acts in contravention of Section 299 of the Act; or

        (l)     deleted.

        (m)     he is convicted by a court of any offence involving moral turpitude and sentenced
                in respect thereof to imprisonment for not less than six months; or

        (n)     having been appointed a Director by virtue of his holding any office or other
                employment in the Company, he ceases to hold such office or other employment
                in the Company.




                                                  37                                                1
Director may contract with Company
113.   (1)    Except with the consent of the Board of Directors and the previous approval of
              the Central Government a director or his relative, a firm in which such Director or
              relative is a partner, any other partner in such firm or a private company of which
              the Director is a member or director shall not enter into any contract with the
              Company for the sale, purchase or supply of goods, materials, services or for
              underwriting the subscription of any shares in, or debentures of the Company.

        (2)     Nothing contained in clause (1) above shall affect -

                (i)     the purchase of goods and materials from the Company or the sale of
                        goods and materials to the Company, by any Director, relative, firm,
                        partner or private company as aforesaid for cash at prevailing market
                        prices; or

                (ii)    any contract or contracts between the Company on one side and any
                        such Director, relative, firm, partner or private company on the other for
                        sale, purchase or supply of any goods, materials and services in which
                        either the Company or the Director, relative, firm partner or private
                        company, as the case may be, regularly trades or does business;

                Provided that such contract or contracts do not relate to goods and materials the
                value of which, or services the cost of which, exceeds five thousand rupees in
                the aggregate in any year comprised in the period of the contract or contracts;

        (3)     Notwithstanding anything contained in clauses (1) and (2) above, a Director,
                relative, firm, partner or private company as aforesaid may, in circumstances of
                urgent necessity, enter, without obtaining the consent of the Board, into any
                contract with the Company for the sale, purchase or supply of any goods,
                materials or services even if the value of such goods or cost of such services
                exceeds five thousand rupees in the aggregate in any year comprised in the
                period of the contract; but in such a case, the consent of the Board shall be
                obtained at a meeting within three months of the date on which the contract was
                entered into.

        (4)     Every consent of the Board required under this Article shall be accorded by
                resolution passed at a meeting of the Board and not otherwise; and the consent
                of the Board required under clause (1) above shall not be deemed to have been
                given within the meaning of that clause unless the consent is accorded before
                the contract is entered into or within three months of the date on which it was
                entered into.

        (5)     If consent is not accorded to any contract under this Article, anything done in
                pursuance of the contract shall be voidable at the option of the Board.

       Disclosure of interest
  114. Every Director who is in any way, whether directly or indirectly, concerned or interested in
       a contract or arrangement or proposed contract or arrangement, entered into or to be
       entered into, by or on behalf of the Company, shall disclose the nature of his concern or
       interest at the meeting of the Board of Directors at which the question of entering into the
       contract or arrangement is first taken into consideration, if his concern or interest then
       exists, or in any other case at the first meeting of the Board of Directors held after he
       became so concerned or interested. For the purpose of this Article a general notice given
       to the Board of Directors by a Director to the effect that he is a Director or a Member of a
       specified body corporate or is a Member of a specified firm and is to be regarded as
       concerned or interested in any contract or arrangement which may, after the date of the
       notice, be entered into with that body corporate or firm, shall be deemed to be a sufficient
       disclosure of concern or interest in relation to any contract or arrangement so made. Any



                                                38                                               1
        such general notice shall expire at the end of the financial year in which it is given but
        may be renewed for further periods of one financial year at a time by a fresh notice given
        in the last month of the financial year in which it would have otherwise expired. No such
        general notice, and no renewal thereof, shall be of effect unless, either it is given at a
        meeting of the Board of Directors, or the Director concerned takes reasonable steps to
        secure that it is brought up and read at the first meeting of the Board after it is given.
        Nothing in this Article shall apply to any contract or arrangement entered into or to be
        entered into with any other Company where any of the Directors of the Company or two
        or more of them together holds or hold not more than two per cent of the paid-up capital
        in the other Company.

Interested Director not to participate or vote in Board's proceedings
115.     No Director shall, as a Director, take any part in the discussion of or vote on any contract
        or arrangement entered into or to be entered into by or on behalf of the Company, if he is
        in any way, whether directly or indirectly, concerned or interested in such contract or
        arrangement; nor shall his presence count for the purpose of forming a quorum at the
        time of any such discussion or vote; and if he does vote, his vote shall be void; provided
        that the Board of Directors, or any of its number, may vote on any contract of indemnity
        against loss which it or any one or more of its number may suffer by reason of becoming
        or being sureties or surety for the company. Nothing in this Article shall apply to any
        contract or arrangement entered into or to be entered into with a public company, or a
        private company which is a subsidiary of a public company, in which the interest of the
        Director aforesaid consists solely in his being a director of such company and the holder
        of not more than shares of such number or value therein, as is requisite to qualify him for
        appointment as a director thereof, he having been nominated as such director by the
        company or in his being a member holding not more than two per cent of its paid-up
        share capital. This Article is subject to the provisions of sub-section (2) (c) of Section 300
        of the Act.

Register of Contracts in which Directors are interested
116.   (a)     The Company shall keep one or more registers in which shall be entered
               separately particulars of all contracts or arrangements to which Section 297 or
               Section 299 of the Act applies, including the following particulars to the extent
               they are applicable in each case, namely :-

                (i) the date of the contract or arrangement;

                (ii)     the names of the parties thereto;

                (iii)    the principal terms and conditions thereof;

                (iv)     in the case of a contract to which Section 297 applies or in the case of a
                         contract or arrangement to which sub-section (2) of Section 299 applies
                         the date on which it was placed before the Board;

                (v)      the names of the Directors voting for and against the contract or
                         arrangement and the names of those remaining neutral.

        (b)     Particulars of every such contract or arrangement to which Section 297 or as the
                case may be, sub-section (2) of Section 299 applies, shall be entered in the
                relevant register aforesaid.

                (i)      in the case of a contract or arrangement requiring the Board's approval,
                         within seven days (exclusive of public holidays) of the meeting of the
                         Board at which the contract or arrangement is approved;

                (ii)     in the case of any other contract or arrangement, within seven days of
                         the receipt at the registered office of the Company of the particulars of




                                                 39                                                 1
                           such other contract or arrangement or within thirty days of the date of
                           such other contract or arrangement whichever is later; and the register
                           shall be placed before the next meeting of the Board and shall then be
                           signed by all the Directors present at the meeting.

         (c)     The register aforesaid shall also specify, in relation to each Director of the
                 Company, the names of the firms and bodies corporate of which notice has been
                 given by him under sub-section (3) of Section 299.

         (d)     Nothing in clauses (a), (b) and (c) shall apply to any contract or arrangement for
                 the sale, purchase or supply of any goods, materials or services if the value of
                 such goods and materials or the cost of such services does not exceed one
                 thousand rupees in the aggregate in any year.

         (e)     The register aforesaid shall be kept at the registered office of the Company; and
                 it shall be open to inspection at such office, and extracts may be taken there from
                 and copies thereof may be required by any member of the Company to the same
                 extent, in the same manner, and on payment of the same fee, as in the case of
                 the register of members of the Company; and the provisions of Section 163 of
                 the Act, shall apply accordingly.

Directors may be Directors of Companies promoted by the Company
117.    A Director may be or become a Director of any Company promoted by the Company, or
       in which it may be interested as a vendor, shareholder, or otherwise, and no such
       Director shall be accountable for any benefits received as Director or shareholder of such
       Company except in so far as Section 309 (6) or Section 314 of the Act may be applicable.

Retirement and rotation of Directors
118.   Not less than two-thirds of the Directors shall be Directors whose office is liable to
       determination by retirement by rotation and at every Annual General Meeting of the
       Company one-third of such of the Directors for the time being as are liable to retire by
       rotation or, if their number is not three or a multiple of three, the number nearest to one-
       third shall retire from office.

Ascertainment of Directors retiring by rotation and filling of vacancies
119.   Subject to Section 284 (5) of the Act the Directors to retire by rotation under Article 118 at
       every Annual General Meeting shall be those who have been longest in office since their
       last appointment, but as between persons who become Directors on the same day, those
       who are to retire shall, in default of and subject to any agreement among themselves, be
       determined by lot.

Eligibility for re-election
120.     A retiring Director shall be eligible for re-election.

Company to appoint successors
121. Subject to Sections 258, 259 and 284 of the Act, the Company at the General Meeting at
     which a Director retires in manner aforesaid may fill up the vacated office by electing a
     person thereto.

Provisions in default of appointment
122.   (a) If the place of the retiring Director is not so filled up and the meeting has not
           expressly resolved not to fill the vacancy, the meeting shall stand adjourned till the
           same day in the next week, at the same time and place, or if that day is a public
           holiday, till the next succeeding day which is not a public holiday, at the same time
           and place.

         If at the adjourned meeting also, the place of the retiring Director is not filled up and that
              meeting also has not expressly resolved not to fill the vacancy, the retiring Director
              shall be deemed to have been re-appointed at the adjourned meeting, unless




                                                    40                                               1
                (i)      at that meeting or at the previous meeting a resolution for the
                         reappointment of such Director has been put to meeting and lost;

                (ii)     the retiring Director has, by a notice in writing addressed to the Company
                         or its Board of Directors, expressed his unwillingness to be so re-
                         appointed;

                (iii)    he is not qualified or is disqualified for appointment;

                (iv)     a resolution, whether special or ordinary, is required for the appointment
                         or re-appointment in virtue of any provisions of the Act; or

                (v)      the proviso to sub-section (2) of Section 263 of the Act is applicable to
                         the case.

Company may increase or reduce the number of Directors
123. Subject to Section 259 of the Act, the Company may, by ordinary resolution from time to
     time, increase or reduce the number of Directors, and may alter their qualification and the
     Company may (subject to the provisions of Section 284 of the Act) remove any Director
     before the expiration of his period of office and appoint another duly qualified person in
     his stead. The person so appointed shall hold office during such time as the Director in
     whose place he is appointed would have held the same if he had not been removed.

Notice of candidature and consent
124. (a)       No person, not being a retiring Director, shall be eligible for election to the office
               of Director at any General Meeting, unless he or some other Member intending to
               propose him has, at least fourteen clear days before the meeting, left at the office
               a notice in writing under his hand signifying his candidature for the office of
               Director or the intention of such Member to propose him as a candidate for the
               office of Director, as the case may be along with a deposit of five hundred rupees
               which shall be refunded to such person or, as the case may be, to such member,
               if the person succeeds in getting elected as a director.

        (b)     The Company shall inform its members of the candidature of a person for the
                office of Director or the intention of member to propose such person as a
                candidate for that office, by serving individual notices on the members not less
                than seven days before the meeting;

                Provided that it shall not be necessary for the Company to serve individual
                notices upon the members as aforesaid if the Company advertises such
                candidature or intention not less than seven days before the meeting in at least
                two newspapers circulating in the place where the registered office of the
                Company is located, of which one is published in the English language and the
                other in the regional language of that place.

        (c)     Every person (other than a director retiring by rotation or otherwise or a person
                who has left at the office of the Company a notice under Section 257 signifying
                his candidature for the office of a Director) proposed as a candidate for the office
                of a Director shall sign, and file with the Company, his consent in writing to act as
                a Director, if appointed. A person other than (a) a director re-appointed after
                retirement by rotation or immediately on the expiry of the term of office, or (b) an
                additional or alternate director, or a person filling a casual vacancy in the office of
                a director under Section 262, appointed as a director or reappointed as an
                additional or alternate Director, immediately on the expiry of his term of office,
                shall not act as a director of the Company unless he has within thirty days of his
                appointment signed and filed with the Registrar his consent in writing to act as
                such director.



                                                 41                                                  1
Register of Directors, etc, and notification of change to Registrar
125. (a)     The Company shall keep at its registered office a Register containing the
             particulars of its Directors, and other persons mentioned in Section 303 of the Act
             and shall send to the Registrar Return containing the particulars specified in such
             Section and shall otherwise comply with the provisions of the said section in all
             respects.

Register of Shares or Debentures held by Directors
       (b) The Company shall also keep at its registered office a Register in respect of the
             shares and or debentures of the Company held by its Directors, as required by
             Section 307 of the Act, and shall otherwise duly comply with the provisions of the
             said Section in all respects.

Disclosure by Director of appointment to any other body corporate
126. (a)     Every Director of the Company (including a person deemed to be a Director by
             virtue of the explanation to sub-section (1) of Section 303 of the Act), and other
             persons mentioned in Section 303 of the Act shall, within twenty days of his
             appointment or as the case may be relinquishment to any of the above offices in
             any other body corporate, disclose to the Company the particulars relating to his
             office in the other body corporate which are required to be specified under sub-
             section (1) of Section 303 of the Act.

Disclosure by Director of holding of shares and Debentures of the Company etc
      (b)    Every Director and every person deemed to be a Director of the Company by virtue
             of sub-section (10) of Section 307 of the Act, shall give notice to the Company of
             such matters relating to himself as may be necessary for the purpose of enabling
             the Company to comply with the provisions of that section.


                                Proceedings and Powers of the Directors

Meetings of Directors
127.   The Directors may meet together as a Board for the despatch of business from time to
       time and shall so meet at least once in every three months and at least four such
       meetings shall be held in every year and they may adjourn and otherwise regulate their
       meetings as they think fit.

Meetings through audio-visual media
12127A.The Board may, if the circumstances so require, meet by means of telephone, television
       or through any other audio-visual links. The provisions relating to notice, agenda, quorum
       and minutes stated hereinafter shall mutatis mutandis apply to the meetings held through
       such audio-visual media.

Quorum
128.  Subject to Section 287 of the Act, the quorum for a meeting of the Board of Directors
      shall be one-third of its total strength (excluding Directors, if any, whose places may be
      vacant at the time and any fraction contained in that one-third being rounded off as one),
      or two Directors whichever is higher. Provided that where at any time the number of
      interested Directors exceeds or is equal to two-third of the total strength, the number of
      the remaining Directors, that is to say, the number of Directors who are not interested,
      present at the meeting, being not less than two shall be the quorum during such time.

Adjournment of Meeting for want of quorum
129.   If a meeting of the Board could not be held for want of quorum, then Section 288 of the
       Act shall not apply and the meeting shall be deemed to have been abandoned.

12 Inserted by a Special Resolution passed at the Annual General Meeting held on 28th July, 1999.




                                                         42                                         1
When Meeting to be convened
130.  A Director may at any time, and the Secretary or some other person upon the request of
      a Director shall, convene a meeting of the Board of Directors by giving a notice in writing
      to every Director for the time being in India, and at his usual address in India to every
      other Director.

Chairman and Vice-Chairman of the Board

13 131(a)   Deleted

14   131(b)If at any meeting of the Board the Chairman is absent, the Vice-Chairman shall be the
          Chairman of the Meeting; and if both of them are absent, or are not present within fifteen
          minutes after the time appointed for holding the meeting, or if no Chairman or Vice-
          Chairman has been elected, the Directors present may choose one of their number to be
          the Chairman of the Meeting of the Board.

Questions at Board Meetings how decided
132.   Questions arising at any meeting shall be decided by a majority of votes, and in case of
       an equality of votes, the Chairman shall have a second casting vote.

Powers of Board Meeting
133.  A meeting of the Board of Directors for the time being at which a quorum is present shall
      be competent to exercise all or any of the authorities, powers and discretions which by or
      under the Act or the Articles of the Company are for the time being vested in or
      exercisable by the Board of Directors generally.

Directors may appoint Committees
134.   Subject to the restrictions contained in Section 292 of the Act, the Board of Directors may
       delegate any of their powers to Committees of the Board consisting of such member or
       members of its body as it thinks fit, and it may from time to time revoke such delegation
       and discharge any such Committee of the Board either wholly or in part, and either as to
       persons or purposes; but every Committee of the Board so formed shall in the exercise of
       the powers so delegated conform to any regulations that may from time to time be
       imposed on it by the Board of Directors. All acts done by any such Committee of the
       Board in conformity with such regulations and in fulfillment of the purposes of their
       appointment but not otherwise, shall have the like force and effect as if done by the
       Board.

Meeting of Committee, how to be governed
135.   The Meetings and proceedings of any such Committee of the Board consisting of two or
       more members shall be governed by the provisions herein contained for regulating the
       meetings and proceedings of the Directors, so far as the same are applicable thereto and
       are not superseded by any regulations made by the Directors under the last preceding
       Article.

Resolution by Circular
136.  No resolution shall be deemed to have been duly passed by the Board or by a Committee
      thereof by circulation, unless the resolution has been circulated in draft, together with the
      necessary papers, if any, to all the Directors, or to all the members of the Committee,
      then in India (not being less in number than the quorum fixed for a meeting of the Board


13 Deleted by a Special Resolution passed by postal ballot on 8th January, 2007.
14 Substituted by a Special Resolution passed by postal ballot on 18th January, 2005.




                                                           43                                     1
        or Committee, as the case may be), and to all other Directors or members of the
        Committee, at their usual address in India, and has been approved by such of the
        Directors or members of the Committee as are then in India, or by a majority of such of
        them, as are entitled to vote on the resolution. Save as otherwise expressly provided in
        the Act, a resolution circulated and approved as aforesaid shall be as valid and effectual
        as if it had been passed at a meeting of the Board of Committee, duly convened and
        held.

Acts of Board or Committee valid notwithstanding informal appointment
137.    All acts done by any meeting of the Board or by a Committee of the Board, or by any
        person acting as a Director shall, notwithstanding that it shall afterwards be discovered
        that there was some defect in the appointment or continuance in office of such Directors
        or persons acting as aforesaid, or that they or any of them were disqualified or had
        vacated office or were not entitled to vote or that the appointment of any of them had
        been terminated by virtue of provisions contained in the Act or in these Articles, be as
        valid as if every such person had been duly appointed or had duly continued in office and
        was qualified and had continued to be a Director and had not vacated office or his
        appointment had not been terminated. Provided that nothing in this Article shall be
        deemed to give validity to acts done by a Director after his appointment has been shown
        to the Company to be invalid or to have terminated.

Minutes of proceedings and of Directors and Committees to be kept
138.   The Company shall cause minutes of all proceedings of every meeting of the Board of
       Directors or of every Committee of the Board to be kept by making within thirty days of
       the conclusion of each such meeting entries in a book or books kept for that purpose with
       their pages consecutively numbered:

        (i)     of the names of the Directors present at such meeting of the Board and of any
                Committees of the Board; and

        (ii)    of all appointments of officers made at the meeting; and

        (iii)   of all resolutions and proceedings of meetings of the Board of Directors and
                Committees of the Board; and

        (iv)    in the case of each resolution passed at a meeting of the Board of Directors, or
                Committees of the Board, the names of Directors, if any dissenting from or not
                concurring in the resolution and

        (v)     of all resolutions of the Board of Directors or Committees of the Board, passed by
                circulation.

                Each page of every such book shall be initialed or signed and the last page of the
                record of proceedings of each such meeting of the Board of Directors or a
                Committee of the Board shall be dated and signed by the Chairman of such
                meeting or by the Chairman of the next succeeding meeting. Minutes of meetings
                so kept shall be evidence of the proceedings recorded therein.

Powers of Directors
139.  The business of the Company shall be managed by the Board of Directors, who may
      exercise all such powers of the Company and do all such acts and things as are not, by
      the Act, or any other Act or by the Memorandum or by the Articles of the Company,
      required to be exercised by the Company in General Meeting, subject nevertheless to the
      regulations of these Articles, to the provisions of the Act, or any other Act and to such
      regulations being not inconsistent with the aforesaid regulations or provisions, as may be




                                               44                                               1
       prescribed by the Company in General Meeting but no regulation made by the Company
       in General Meeting shall invalidate any prior act of the Board which would have been
       valid if that regulation had not been made. Provided that the Board of Directors shall not,
       except with the consent of the Company in General Meeting:-

       (a)     sell, lease or otherwise dispose of the whole, or substantially the whole, of the
               undertaking of the Company, or where the Company owns more than one
               undertaking, of the whole, or substantially the whole, of any such undertaking;

       (b)     remit, or give time for the repayment of, any debt due by a Director;

       (c)     invest, otherwise than in trust securities, the amount of compensation received
               by the Company in respect of the compulsory acquisition, of any such
               undertaking as is referred to in Clause (a), or of any premises or properties used
               for any such undertaking and without which it cannot be carried on or can be
               carried on only with difficulty or only after a considerable time;

       (d)     borrow moneys, where the moneys to be borrowed together with the moneys
               already borrowed by the Company, (apart from temporary loans obtained from
               the Company's bankers in the ordinary course of business), will exceed the
               aggregate of the paid up capital of the Company and its free reserves, that is to
               say, reserves not set apart for any specific purpose;

               provided further that the powers specified in Section 292 of the Act shall be
               exercised only at meetings of the Board, unless the same be delegated to the
               extent therein stated; or

       (e)     contribute to charitable and other funds not directly relating to the business of the
               Company or the welfare of its employees, any amounts the aggregate of which
               will, in any financial year, exceed fifty thousand rupees or five per cent of its
               average net profit as determined in accordance with the provisions of Sections
               349 and 350 of the Act during the three financial years immediately preceding,
               whichever is greater.

Certain powers to be exercised by Board only at Meeting
139A. The Board of Directors of the Company shall exercise the following powers on behalf of
        the Company and it shall do so only by means of resolutions passed at meetings of the
        Board:-

       (a)     the power to make calls on shareholders in respect of money unpaid on their
               shares;

       (b)     the power to issue debentures;

       (c)     the power to borrow money otherwise than on debentures;

       (d)     the power to invest the funds of the Company; and

       (e)     the power to make loans.

       provided that the Board may, by a resolution passed at a meeting, delegate to any
       committee of Directors, the Managing Director, if any, the manager or any other principal
       officer of the Company or in the case of a branch office of the Company, a principal
       officer of the Branch office, the powers specified in clause (c), (d) and (e) of this Article to
       the extent specified in sub-sections (2) (3) and (4) respectively of Section 292 of the Act,
       on such conditions as the Board may prescribe. In respect of dealings between the
       Company and its bankers the exercise by the Company of the power specified in clause


                                                 45                                                  1
        (c) shall mean the arrangement made by the Company with its bankers for the borrowing
        of money by way of overdraft or cash credit or otherwise and not the actual day-to-day
        operation on overdraft, cash credit of other accounts by means of which the arrangement
        so made is actually availed of.

Certain powers of the Board
140.    Without prejudice to the general powers conferred by the last preceding Article, and so as
        not in any way to limit or restrict those powers, and without prejudice to the other powers
        conferred by these Articles, but subject to the restrictions contained in the last preceding
        Article, it is hereby declared that the Directors shall have the following powers, that is to
        say, power -

        (i)     To pay and charge to the capital account of the Company any commission or
                interest lawfully payable thereout under the provisions of Sections 76 and 208 of
                the Act;

        (ii)    Subject to Sections 292 and 297 of the Act, to purchase or otherwise acquire for
                the Company any property, rights or privileges which the Company is authorised
                to acquire, at or for such price or consideration and generally on such terms and
                conditions as they may think fit; and in any such purchase or other acquisition to
                accept such title as the Directors may believe or may be advised to be
                reasonably satisfactory;

(iii)   At their discretion and subject to the provisions of the Act, to pay for any property, rights
        or privileges acquired by or services rendered to the Company, either wholly or partially
        in cash or in shares, bonds, debentures, mortgages or other securities of the Company,
        and any such shares may be issued either as fully paid up or with such amount credited
        as paid up thereon as may be agreed upon; and any such bonds, debentures, mortgages
        or other securities may be either specifically charged upon all or any part of the property
        of the Company and its uncalled Capital or not so charged;

(iv)    To secure the fulfillment of any contracts or engagements entered into by the Company
        by mortgage or charge of all or any of the property of the Company and its uncalled
        Capital for the time being or in such manner as they may think fit;

(v)     To accept from any Member, so far as may be permissible by law, a surrender of his
        shares of any part thereof, on such terms and conditions as shall be agreed;

(vi)    To appoint any person to accept and hold in trust for the Company any property
        belonging to the Company, or in which it is interested, or for any other purposes; and to
        execute and do all such deeds and things as may be required in relation to any such
        trust, and to provide for the  remuneration of such trustee or trustees;

(vi)    To institute, conduct, defend, compound, or abandon any legal proceedings by or against
        the company or its officers, or otherwise concerning the affairs of the Company, and also
        to compound and allow time for payment or satisfaction of any debts due, and of any
        claims or demands by or against the Company, and to refer any differences to arbitration,
        and observe and perform any awards made thereon;

(vi)    To act on behalf of the Company in all matters relating to bankrupts and insolvents;

(ix)    To make and give receipts, releases, and other discharges for moneys payable to the
        Company and for the claims and demands of the Company;

(x)      Subject to the provisions of Sections 292, 293 (1) (a), 295, 370,372 and 373 of the Act,
         to invest and deal with any moneys of the Company not immediately required for the


                                                 46                                                1
purposes thereof, upon such security (not being shares of the Company), or without security and
in such manner as they may think fit, and from time to time to vary or realise such investments.
Save as provided in Section 49 of the Act, all investments shall be made and held in the
Company's own name;

(xi)     To execute in the name and on behalf of the Company in favour of any Director or other
         person who may incur or be about to incur any personal liability whether as principal or
         surety, for the benefit of the Company, such mortgages of the Company’s property
         (present and future) as they think fit; and any such mortgage may contain a power of sale
         and such other powers, provisions; covenants, and agreements as shall be agreed upon;

(xii)    To determine from time to time who shall be entitled to sign, on the Company's behalf,
         bills, notes, receipts, acceptances, endorsements, cheques, dividend warrants, releases,
         contracts and documents, and to give the necessary authority for such purpose;

(xiii)   To distribute by way of bonus amongst the staff of the Company, a share or shares in the
         profits of the Company, and to give to any officer or other person employed by the
         Company a commission on the profits of any particular business or transaction; and to
         charge such bonus or commission as part of the working expenses of the Company;

(xiv)    To provide for the welfare of Directors or ex-Directors or employees or ex-employees of
         the Company and the wives, widows and families or the dependents or connections of
         such persons, by building or contributing to the building of houses, dwellings or chawls,
         or by grants of money pensions, gratuities, allowances, bonus or other payments; or by
         creating and from time to time subscribing or contributing to provident and other
         associations, institutions, funds or trusts and by providing or subscribing or contributing
         towards places of instruction and recreation, hospitals and dispensaries, medical and
         other attendance and other assistance as the Board of Directors shall think fit; and to
         subscribe or contribute or otherwise to assist or to guarantee money to charitable,
         benevolent, religious, scientific, national or other institutions or objects which shall have
         any moral or other claim to support or aid by the Company, either by reason of locality of
         operation, or of public and general utility or otherwise;

(xv)     Before recommending any dividend, to set aside, out of the profits of the Company such
         sums as they may think proper for depreciation or to Depreciation Fund, or to an
         Insurance Fund, or as a Reserve Fund or Sinking Fund or any special fund to meet
         contingencies or to repay debentures or debenture stock, or for special dividends or for
         equalizing dividends of for repairing, improving, extending and maintaining any of the
         property of the Company, and for such other purposes (including the purposes referred to
         in the preceding clause), as the Board of Directors may, in their absolute discretion, think
         conducive to the interest of the Company, and, subject to Section 292 of the Act, to invest
         the several sums so set aside or so much thereof as required to be invested, upon such
         investments (other than shares of the Company) as they may think fit, and from time to
         time to deal with and vary such investments and dispose of and apply and expend all or
         any part thereof for the benefit of the Company, in such manner and for such purposes
         as the Board of Directors, in their absolute discretion, think conducive to the interest of
         the Company notwithstanding that the matters to which the Board of Directors apply or
         upon which they expend the same or any part thereof, may be matters to or upon which
         the capital moneys of the Company might rightly be applied or expended; and to divide
         the Reserve Fund into such special funds as the Board of Directors may think fit, and to
         employ the assets constituting all or any of the above funds, including the Depreciation
         Fund, in the business of the Company or in the purchase or repayment of debentures or
         debenture stock, and without being bound to keep the same separate from the other
         assets, and without being bound to pay interest on the same, with power however to the
         Board of Directors at their discretion to pay or allow to the credit of such funds interest at
         such rate as the Board of Directors may think proper, not exceeding nine per cent per
         annum.



                                                  47                                                 1
(xvi)     To appoint, and at their discretion remove or suspend, such managers, secretaries,
          assistants, supervisors, clerks, agents and servants for permanent, temporary or special
          services as they may from time to time think fit, and to determine their powers and
          duties, and fix their salaries, emoluments or remuneration, and to require security in
          such instances and to such amount as they may think fit. And also without prejudice as
          aforesaid, from time to time to provide for the management and transaction of the affairs
          of the Company in any specified locality in India or elsewhere in such manner as they
          think fit; and the provisions contained in four next following sub-clauses shall be without
          prejudice to the general powers conferred by this sub-clause.

(xvii)    To comply with the requirements of any local law which in their opinion it shall in the
          interests of the Company be necessary or expedient to comply with;

(xviii)   From time to time and at any time to establish any Local Board for managing any of the
          affairs of the Company in any specified locality in India or elsewhere and to appoint any
          person to be members of such Local Boards, and to fix their remuneration.

(xix)     Subject to Section 292 of the Act, from time to time, and at any time to delegate to any
          person so appointed any of the powers, authorities and discretions for the time being
          vested in the Board of Directors, other than their power to make calls or to make loans or
          borrow moneys; and to authorise the members for the time being of any such Local
          Board, or any of them to fill up any vacancies therein and to act notwithstanding
          vacancies; and any such appointment or delegation may be made on such terms, and
          subject to such conditions as the Board of Directors may think fit, and the Board of
          Directors may at any time remove any person so appointed, and may annul or vary any
          such delegation;

(xx)      At any time and from time to time by Power of Attorney under the Seal of the Company,
          to appoint any person or persons to be the Attorney or Attorneys of the Company, for
          such purposes and with such powers, authorities and discretions (not exceeding those
          vested in or exercisable by the Board of Directors under these presents and excluding
          the power to make calls and excluding also, except in their limits authorised by the Board,
          the power to make loans and borrow moneys) and for such period and subject to such
          conditions as the Board of Directors may from time to time think fit; and any such
          appointment may (if the Board of Directors think fit) be made in favour of the members or
          any of the members of any Local Board, established as aforesaid or in favour of any
          Company, or the shareholders, directors, nominees managers of any company or firm or
          otherwise in favour of any fluctuating body of persons whether nominated directly or
          indirectly by the Board of Directors and any such Power of Attorney may contain such
          powers for the protection or convenience of persons dealing with such Attorneys as the
          Board of Directors may think fit, and may contain powers enabling any such delegates or
          attorneys as aforesaid to sub-delegate all or any of the powers, authorities and
          discretions for the time being vested in them;

(xxi)     Subject to Sections 294, 297 and 300 of the Act, for or in relation to any of the matters
          aforesaid or otherwise for the purposes of the Company to enter into all such negotiations
          and contracts and rescind and vary all such contracts, and execute and do all such acts,
          deeds and things in the name and on behalf of the Company as they may consider
          expedient.

Secretary
141.   The Directors may from time to time appoint, and at their discretion remove, a person
       (hereinafter called "the Secretary") to perform any functions which by the Act or the
       Articles for the time being of the Company are to be performed by the Secretary, and to
       execute any other duties which may from time to time be assigned to the Secretary by
       the Directors. The Directors may also at any time appoint some person (who need not be


                                                 48                                                1
the Secretary), to keep the registers required to be kept by the Company.

General Management in the hands of the Managing Agents
15 142. Deleted.


Further restrictions on Managing Agents` power
15 143. Deleted.
Signing of cheques, etc.
16 144. All cheques, promissory notes, drafts, bills of exchange, warrants, Government
        Promissory Notes, other Securities issued by the Central Government or any State
        Government, bonds of any public authority and all receipts for moneys paid to the
        Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the
        case may be, in such manner as the Directors shall from time to time by resolution
        determine.
                            Managing/Whole-Time Director(s)

Power to appoint Managing or Whole -time Director(s)
17 144A Subject  to the provisions of the Act and of these Articles, the Board of Directors may from
       time to time appoint one or more of their body to be Managing Director or Managing
       Directors (in which expression shall be included a Joint Managing Director) or Whole-time
       Director or Whole-time Directors of the Company for such term not exceeding five years
       at a time as they may think fit, and upon such terms and conditions as the Board may
       think fit and may from time to time (subject to the provisions of any contract between him
       or them and the Company) remove or dismiss him or them from office and appoint
       another or others in his or their place or places.

What provisions they shall be subject to
17 144B Subject to the provisions of the Act and of these Articles, a Managing Director or a
        Wholetime Director shall not while he continues to hold that office, be subject to
        retirement by rotation under the Act or these Articles but he shall, subject to the
        provisions of any contract between him and the Company, be subject to the same
        provisions as to resignation and removal as the other Directors of the Company and he
        shall ipso facto and immediately cease to be a Managing Director or Whole-time Director
        if he ceases to hold the office of Director for any cause, provided that if at any time the
        number of Directors (including the Managing Director or Wholetime Director) as are not
        subject to retirement by rotation shall exceed one-third of the total number of the
        Directors for the time being, then such Managing Director or Managing Directors or
        Whole-time Director or Whole-time Directors, as the Directors may from time to time
        select, shall be liable to retirement by rotation in accordance with these Articles to the
        intent that the Directors not liable to retirement by rotation shall not exceed one-third of
        the total number of Directors for the time being.

Remuneration of Managing Director or Whole-time Director(s)
17 144C Subject
              to the provisions of the Act and to the approval of the Company in General
     Meeting, if required by the Act, the remuneration of a Managing Director or Whole-time
     Director shall from time to time be fixed by the Board of Directors and may be by way of
     fixed salary, perquisites, benefits or commission or profits of the Company, or by
     participation in any such profit or by any or all of these modes or any other mode not
     expressly prohibited by the Act.

Powers and duties of Managing Director or Whole-time Director(s)
17 144D Subject to the superintendence, control and direction of the Board of Directors, the day to
        day management of the Company may be entrusted to the Director or Directors
        appointed under Article 144A with power to the Board to distribute such day to day
15 Deleted by a Special Resolution passed at the Annual General Meeting held on 25th September, 1970.
16 Inserted by a Special Resolution passed at the Annual General Meeting held on 25th September, 1970.
17 Inserted by a Special Resolution passed at the Annual General Meeting held on 16th October, 1980.



                                                         49                                              1
          functions among such Directors, if more than one, in any manner as directed by the
          Board, or to delegate such power of distribution to any one of them. The Board of
          Directors may from time to time entrust to and confer upon a Managing Director or
          Whole-time Director for the time being, save as prohibited in the Act, such of the powers
          exercisable under these presents by the Directors as they may think fit, and may confer
          upon such terms and conditions and with such restrictions as they think expedient and
          they may subject to the provisions of the Act and these Articles confer upon such powers,
          either collaterally with or to the exclusion of or in substitution for all or any of the powers
          of the Directors in that behalf, and may from time to time revoke, withdraw, alter or vary
          all or any of such powers.

Restriction on Management
18144E. The  Managing Director or Managing Directors or Whole-time Director or Whole-time
        Directors shall not exercise the powers to :

          (1)      make calls on shareholders in respect of moneys unpaid on their shares in the
                   company;

          (2)      issue debentures; and

          (3)      except as may be delegated by the Board under Section 292 of the Act, invest
                   the funds of the Company, or make loans or borrow moneys.

Certain persons not to be appointed Managing Director or Whole-time Director(s)

18   144F.The Company shall not appoint or employ, or continue the appointment or employment
         of, any person as its Managing or Whole-time Director who

          (a)      is an undischarged insolvent, or has at any time been adjudged an insolvent.

          (b)      suspends, or has at any time suspended payment to his creditors, or makes, or
                   has at any time made a composition with them; or

          (c)      is or has at any time been, convicted by a Court in India of an offence involving
                   moral turpitude.

Agents to have power to delegate
19 145.Deleted.
       Agents may contract with and work for Company etc.

Agents may contract with and work for Company etc.
19 146. Deleted.


                                                    The Seal

The Seal its custody and use
147.   The Board of Directors shall provide for a Common Seal for the purpose of the Company,
       and may from time to time destroy the same and substitute a new Seal in lieu thereof,
       and shall provide for the safe custody of the Seal for the time being, under such
       regulations, as the Board of Directors may from time to time prescribe.

Deeds how executed
148.   Every deed or other instrument, to which the Common Seal of the Company is required
       to be affixed, shall, unless the same is executed by a constituted attorney of the

18 Inserted by a Special Resolution passed at the Annual General Meeting held on 16th October, 1980.
19 Inserted by a Special Resolution passed at the Annual General Meeting held on 25th September, 1970.




                                                        50                                               1
        Company, be signed by two Directors or by one Director and the Secretary or some other
        person appointed by the Board for the purpose. Provided that in respect of the Share
        Certificates the Common Seal shall be affixed in accordance with Article 20.

                                              Dividends

The Company in General Meeting may declare a dividend
149.  The Company in General Meeting may declare dividends, to be paid to Members
      according to their respective rights but no dividends shall exceed the amount
      recommended by the Board of Directors.

Dividends only to be paid out of profits
150.   No dividends shall be paid otherwise than in cash out of profits of the year or any other
       undistributed profits and no dividend shall carry interest as against the Company. The
       declaration of the Board of Directors as to the amount of the profits of the Company shall
       be conclusive.

Interim Dividend
151.    The Board of Directors may, from to time pay to the Members interim dividend as in their
        judgment the position of the Company justifies.

Capital paid up in advance at interest not to earn dividend
152.    Where capital is paid in advance of calls upon the footing that the same shall carry
        interest, such capital shall not, whilst carry interest, confer a right to participate in profits
        or dividend.

Dividends in proportion to amount paid-up
153.   The Company shall pay dividends in proportion to the amount paid up or credited as paid
       up on each share, where a larger amount is paid up or credited as paid up on some
       shares than on others.

154.    The Board of Directors may retain the dividends payable upon shares in respect of which
        any person is under Article 57, entitled to become a Member, or which any person under
        that Article is entitled to transfer, until such person shall become a Member, in respect of
        such shares or shall duly transfer the same.

No Member to receive dividend whilst indebted to the Company and Company’s right of
reimbursement thereout
155.   No member shall be entitled to receive payment of any interest or dividend in respect of
       his share or shares, whilst any money may be due or owing from him to the Company in
       respect of such share or shares or otherwise howsoever, either alone or jointly with any
       other person or persons; and the Board of Directors may deduct from the interest or
       dividend payable to any Member all sums of money so due from him to the Company.

Transfer of Shares must be registered
156.   A transfer of shares shall not pass the right to any dividend declared thereon before the
       registration of the transfer.

Dividends how remitted
157.   Unless otherwise directed any dividend may be paid by cheque or warrant or by a payslip
       or receipt having the force of a cheque or warrant, sent through the post to the registered
       address of the Member or person entitled or in case of joint holders to that one of them
       first named in the Register in respect of the joint holding. Every such cheque or warrant
       shall be made payable to the order of the person to whom it is sent. The Company shall
       not be liable or responsible for any cheque or warrant or payslip or receipt lost in
       transmission, or for any dividend lost to the Member or person entitled thereto by the




                                                   51                                                  1
         forged endorsement of any cheque or warrant or the forged signature of any payslip or
         receipt or the fraudulent recovery of the dividend by any other means.

Unclaimed dividend
20158. Where a dividend has been declared by the Company but has not been paid or claimed
       within 42 days from the date of the declaration, to any shareholder entitled to the
       payment of the dividend, the Company shall within seven days from the date of expiry of
       the said period of 42 days transfer the total amount of dividend which remains unpaid or
       unclaimed within the said period of 42 days, to a special account to be opened by the
       Company in that behalf in any Scheduled bank to be called "Unpaid Dividend Account of
       BSES Limited" and all the other provisions of section 205A of the Act in respect of any
       such unpaid dividend or any part thereof shall be applicable, observed, performed and
       complied with.

         Explanation : In this Article the expression "Dividend which remains unpaid" means any
         dividend the warrant in respect whereof has not been encashed or which has otherwise
         not been paid or claimed.

Transfer of Shares to the Company for Registration
20158A. Where   any instrument of transfer of shares has been delivered to the Company for
       registration and the transfer of such shares has not been registered by the Company, it
       shall, notwithstanding anything contained in any other provision of the Act:

         (a)       transfer the dividend in relation to such shares to the special account referred to
                   in Article 158 unless the Company is authorised by the registered holder of such
                   shares in writing to pay such dividend to the transferees specified in such
                   instrument of transfer, and

         (b)       keep in abeyance in relation to such shares any offer of rights shares under
                   Clause (a) of sub-section (1) of Section 81 and any issue of fully paid up bonus
                   shares in pursuance of sub-section (3) of Section 205.

Dividend and call together
159.   Any General Meeting declaring a dividend may make a call on the Members of such
       amount as the meeting fixes, but so that the call on each Member shall not exceed the
       dividend payable to him, and so that the call be made payable at the same time as the
       dividend; and the dividend may, if so arranged between the Company and the Members
       be set off against the calls.

Capitalisation
160. (a)       A General Meeting may resolve that any moneys, investments or other assets
               forming part of the undivided profits of the Company standing to the credit of the
               reserve fund, or any capital redemption reserve account, or in the hands of the
               Company and available for dividend (or representing premiums received on the
               issue of shares and standing to the credit of the shares premium account) be
               capitalized and distributed amongst such of the shareholders as would be
               entitled to receive the same if distributed by way of dividend and in the same
               proportions on the footing that they become entitled thereto as capital and that all
               or any part of such capitalised fund be applied on behalf of such shareholders in
               paying up in full either at par or at such premium as the resolution may provide,
               any unissued shares or debentures or debenture stock of the Company which
               shall be distributed accordingly or in or towards payment of the uncalled liability
               on any issued shares or debentures or debenture stock, and that such
               distribution or payment shall be accepted by such shareholders in full satisfaction
               of their interest in the said resolution under the preceding paragraphs of this

20 Substituted by a Special Resolution passed at the Annual General Meeting held on 28th September, 1988.




                                                        52                                                  1
                Article the Board of Directors may settle any difficulty which may arise in regard
                to the distribution as it thinks expedient, and in particular may issue
                fractionalcertificates, and may fix the value for distribution of any specific assets,
                and may determine that such cash payments shall be made to any Members
                upon the footing of the value so fixed or that fractions of less value than Rupees
                Ten may be disregarded in order to adjust the rights of all parties, and may vest
                any such cash or specific assets in trustees upon such trusts for the persons
                entitled to the dividend or capitalised fund as may seem expedient to the Board
                of Directors. Where requisite, a proper contract shall be delivered to the
                Registrar for registration in accordance with Section 75 of the Companies Act,
                1956 and the Board of Directors may appoint any person to sign such contract on
                behalf of the persons entitled to the dividend or capitalised fund, and such
                appointment shall be effective.

                                            Accounts

Directors to keep true Accounts
161.   The Company shall cause to be kept proper books of account with respect to :-

        (a)     all sums of moneys received and expended by the Company and the matters in
                respect of which the receipt and expenditure take place;

        (b)     all sales and purchases of goods by the Company;

        (c)     the assets and liabilities of the Company.

        When the Company has branch office, whether in or outside India, the Company shall be
        deemed to have complied with this Article if proper books of accounts relating to the
        transactions effected at the branch office are kept at the branch office and proper
        summarised returns, made up-to-date at intervals of not more than three months, are
        sent by the branch office to the Company at its registered office or other place in India at
        which the Company's books of account are kept as aforesaid.

        The Books of account shall be kept at the Office or at such other place or places as the
        Board of Directors think fit and shall be open to inspection by any director during
        business hours.

As to inspection of Accounts or Books by Members
162.    The Board of Directors shall from time to time determine whether and to what extent and
        at what times and places and under what conditions or regulations the accounts and
        books of the Company or any of them shall be open to the inspection of Members not
        being Directors, and no Member (not being a Director) shall have any right of inspecting
        any account or book or document of the Company except as conferred by law or
        authorised by the Board of Directors or by the Company in General Meeting.

Statement of Accounts to be furnished in General Meeting
163.  At every Annual General Meeting of the Company, the Board shall lay before the
      Company

       (a) a Balance Sheet as at the end of the period hereinafter prescribed for the Profit and
           Loss Account; and

        (b) a Profit and Loss Account relating to the period, in the case of the first Annual
            General Meeting, beginning with the incorporation of the Company and ending with a
            day which shall not precede the day of the meeting by more than nine months and, in
            the case of any subsequent Annual General Meeting, beginning with the day
            immediately after the period for which the account was last submitted and ending




                                                53                                                  1
                with a day which shall not precede the day of the meeting by more than six months,
                or where an extension of the time has been granted for holding the meeting under
                the proviso to Section 166 (1) of the Act, by more than six months and the extension
                so granted.

Balance Sheet and Profit and Loss Account
164.   The Balance Sheet of the Company shall give a true and fair view of the state of affairs of
       the Company as at the end of the financial year and shall be in the form set out in Part I
       of Schedule VI of the Act or as near thereto as circumstances permit.

        The Profit & Loss Account of the Company shall give a true and fair view of the profit or
        loss of the Company for the financial year and shall comply with the requirements of Part
        II of Schedule VI of the Act, so far as they are applicable thereto.

Board's Report
165. (i)      There shall be attached to every Balance Sheet laid before the Company in
              General Meeting a report of the Board with respect to :-(a) the state of the
              Company's affairs; (b) the amounts, if any, which it proposes to carry to any
              reserves in such Balance Sheet; (c) the amount, if any, which it recommends
              should be paid by way of dividend; (d) material changes and commitments, if
              any, affecting the financial position of the Company which have occurred
              between the end of financial year of the Company to which the Balance Sheet
              relates and the date of the report; (e) the conservation of energy, technology
              absorption, foreign exchange earnings and outgo, in such manner as may from
              time to time be prescribed.

        (ii)       The Board's report shall so far as is material for the appreciation of the state of
                   the Company's affairs by its members and will not in the Board's opinion be
                   harmful to the business of the Company or any of its subsidiaries deal with any
                   changes which have occurred during the financial year (a) in the nature of the
                   Company’s business; (b) in the Company’s subsidiaries as to the nature of the
                   business carried on by them; and (c) generally in the classes of business in
                   which the Company has an interest.

        (iiA)       The Board's report shall also include a statement containing information
                    regarding remuneration and other particulars of employees as required under
                    Section 217 (2-A) of the Act read with the Companies (Particulars of Employees)
                    Rules, 1975.

        (iii)      The Board shall also give the fullest information and explanation in its report
                   aforesaid or in an addendum to that report, on every reservation, qualification or
                   adverse remark contained in the auditor's report.

        (iv)        The Board's report and any addendum thereto shall be signed by not less than
                    two Directors or by the Chairman of the Board if authorised in that behalf by the
                    Board.

Balance Sheet and Auditor's Report
166.    (i)   Save and as provided by clause (2) below, every Balance Sheet and every Profit
              & Loss Account of the Company shall be signed on behalf of the Board of
              Directors by its Manager or Secretary, if any, and by not less than two Directors
              of the Company one of whom shall be a Managing Director where there is one.

        (ii)       When only one of the Directors is for the time being in India, the Balance Sheet
                   and Profit & Loss Account shall be signed by such Director, but in such a case
                   there shall be attached to the Balance Sheet and Profit and Loss Account a
                   statement signed by him explaining the reason for non-compliance with the
                   provisions of clause (1) above.




                                                   54                                               1
        (iii)   The Profit and Loss Account and Balance Sheet shall be audited by the Auditor
                as hereinafter provided and the Auditor's report shall be attached thereto, or
                there shall be inserted at the foot thereof a reference to the Auditor's Report, and
                such report shall be read before the Company in General Meeting and shall be
                open to inspection by any Member.

Statement of Accounts shall be sent to each Member
167.   (i)    The copies of every Balance Sheet including the Profit & Loss Account, the
              Auditor's Report, and every other document required to be laid before the
              Company in General Meeting shall, not less than 21 days before the date of the
              Annual General Meeting, be made available for inspection at the Registered
              Office of the Company during working hours for a period of 21 days before the
              Annual General Meeting and a statement containing the salient features of such
              documents in the prescribed form or copies of the documents aforesaid, as the
              Company may deem fit, will be sent to every member of the Company and to
              every Trustee of the holders of any Debentures issued by the Company not less
              than 21 days before the date of the meeting.

        (ii)    The statement referred to in clause (1) above shall be approved by the Board of
                Directors and signed on behalf of the Board in accordance with the provisions of
                sub-section (1) of Section 215 of the Act.

                                                Audit

Accounts to be audited
168.  Once at least in every year the accounts of the Company shall be examined, and the
      correctness of the Profit and Loss Account and Balance Sheet ascertained by an Auditor
      or Auditors.

Appointment and qualification of Auditor
169.  The Company at each Annual General Meeting shall appoint an Auditor or Auditors to
      hold office until the next Annual General Meeting, and the following provisions shall have
      effect, that is to say :-

        (i)     If an appointment of an Auditor or Auditors is not made at an Annual General
                Meeting, the Central Government may on the application of any Member appoint
                an Auditor for the current year, and fix the remuneration to be paid to him by the
                Company for his services.

        (ii)    The Directors may fill up any casual vacancy that may occur in the office of
                Auditor by the appointment of a person or persons who shall hold such office
                until the next Annual General Meeting, but while any such vacancy continues the
                surviving or continuing Auditor or Auditors (if any) may act.

        (iii)   A Director or Officer of the Company, or a partner of or person in the employment
                of such Director or Officer or any person indebted to the Company shall not be
                capable of being appointed as Auditor.

        (iv)    If any person after being appointed Auditor becomes indebted to the Company in
                contravention of the provisions of the Act his appointment shall thereupon be
                terminated.

        (v)     Retiring Auditors shall be eligible for re-election.

        (vi)    No person other than the retiring Auditor or Auditors shall be capable of being
                appointed to the office of Auditor at an Annual General Meeting, unless, notice of
                an intention to nominate him has been given by a Member to the Company not




                                                 55                                               1
                less than twenty-one days before the day appointed for the holding of such
                Annual General Meeting and upon the receipt of such notice the provisions of
                Section 225 (3) of the Act shall be complied with.

                PROVIDED nothing contained hereinabove in this article shall apply in the event
                Section 619B of the Act is found applicable to the Company.

Remuneration of Auditors
170. The remuneration of the Auditors shall be fixed by the Company in General Meeting,
     except that the remuneration of any Auditors appointed to fill any casual vacancy may be
     fixed by the Board of Directors.

Company's books, etc. shall always be open to Auditors
171. Every Auditor shall have a right of access at all times to the books and accounts and
     vouchers of the Company, and shall be entitled to require from the Directors and Officers
     of the Company such information and explanations as may be necessary for the
     performance of the duties of the Auditors, and the Auditors shall make a report to the
     Members on the accounts examined by them, and on every Balance Sheet and Profit and
     Loss Account and on every other document declared by the Act to be part of or annexed
     to the Balance Sheet or Profit and Loss Account, which are laid before the Company in
     General Meeting during their tenure of office, and the report shall state whether, in their
     opinion and to the best of their information and according to the explanations given to
     them, the said Accounts give the information required by the Act in the manner so
     required and give a true and fair view (i) in the case of the Balance Sheet, of the state of
     the Company`s affairs as at the end of its financial year; and (ii) in the case of the Profit
     and Loss Account, of the Profit or loss for its financial year. The Auditors' report shall also
     state (a) whether they have obtained all the information and explanation which to the best
     of their knowledge and belief were necessary for the purposes of their audit, and (b)
     whether, in their opinion, proper books of accounts as required by law have been kept by
     the company so far as appears from their examination of those books, and proper returns
     adequate for the purposes of their audit have been received from branches not visited by
     them, and (c) whether the Company's Balance Sheet and Profit and Loss Account dealt
     with by the report are in agreement with the books of account and returns. Such report
     shall be read before the Company in General Meeting.

Auditors to receive notice of certain meetings.
172.   Every Auditor shall be entitled to receive notice of and to attend any General Meeting at
       which any accounts which have been examined or reported on by him are to be laid
       before the Company, and may make any statement or explanation he desires with
       respect to the accounts.

Accounts when audited and approved to be conclusive except as to errors discovered
within three months
173.    Every Account of the Directors when audited and approved by a General Meeting shall
        be conclusive except as regards any error discovered therein within three months next
        after the approval thereof. Whenever any such error is discovered within the period, the
        Account shall forthwith be corrected, and thenceforth shall be conclusive.

                                    Documents and Notices

Service of documents or notices on Members by Company
174. (1)       A document or notice may be served or given by the Company or any Members
               or an officer thereof either personally or by sending it by post to him to his
               registered address or (if he has no registered address in India) to the address, if
               any, in India supplied by him to the Company for serving documents or notices
               on him.




                                                56                                                1
        (2)     Where a document or notice is sent by post, service of the document or notice
                shall be deemed to be effected by properly addressing, prepaying and posting a
                letter containing the document or notice, provided that where a member has
                intimated to the Company in advance that documents or notices should be sent
                to him under a certificate of posting or by registered post with or without
                acknowledgement due and has deposited with the Company a sum sufficient to
                defray the expenses of doing so, service of the document or notice shall not be
                deemed to be effected unless it is sent in the manner intimated by the Member,
                and such service shall be deemed to have been effected in the case of a notice
                of a Meeting, at the expiration of forty-eight hours after the letter containing the
                document or notice is posted and in any other case, at the time at which the letter
                would be delivered in the ordinary course of post.

By advertisement
175.   A document or notice advertised in a newspaper circulating in the neighbourhood of the
       registered office of the Company shall be deemed to be duly served or sent on the day
       on which the advertisement appears on or to every Member who has no registered
       address in India and has not supplied to the Company an address within India for the
       serving of documents on or the sending of notices to him.

On joint-holders
176.   A document or notice may be served or given by the Company on or to the joint holders
       of a share by serving or giving the document or notice on or to the joint holder named first
       in the Register in respect of the share.

On Personal representatives, etc.
177.   A document or notice may be served or given by the Company on or to the persons
       entitled to a share in consequence of the death or insolvency of a Member by sending it
       through the post in a prepaid letter addressed to them by name or by the title or
       representatives of the deceased, or assignee of the insolvent or by any like description,
       at the address (if any) in India supplied for the purpose by the persons claiming to be so
       entitled, or (until such an address has been so supplied) by serving the document or
       notice in any manner in which the same might have been given if the death or insolvency
       has not occurred.

To whom documents or notices must be served or given
178.  Documents or notices of every General Meeting shall be served or given in some manner
      hereinbefore authorised on or to (a) every Member, (b) every person entitled to a share in
      consequence of the death or insolvency of a Member and (c) the auditor or auditors for
      the time being of the Company.

Members bound by documents or notices served on or given to previous holders
179. Every person, who by operation of law, transfer or other mean whatsoever, shall become
     entitled to any share, shall be bound by every document or notice in respect of such
     share, which, previously to his name and address being entered on the Register, shall
     have been duly served on or given to the person from whom he derives his title to such
     share.

Document or notice by Company and Signature thereto
180. Any document or notice to be served or given by the company may be signed by a
     Director or some person duly authorised by the Board of Directors for such purpose and
     the signature thereto may be written, printed or lithographed.

Service of document or notice by Member
181.   A document or notice may be served on or given to the Company or an Officer thereof
       by sending it to the Company or Officer at the registered office by post under a certificate
       of posting or by registered post, or by leaving it at its registered office.




                                                57                                                1
                                           Winding-up

Liquidator may divide assets in specie
182.   The liquidator on any winding-up (whether voluntary, under supervision, or compulsory)
       may, with the sanction of a Special Resolution, divide among the contributories in specie
       any part of the assets of the Company and may, with the like sanction, vest any part of
       the assets of the Company in trustees upon such trusts for the benefit of the
       contributories, as the Liquidator, with the like sanction, shall think fit.

                                 Indemnity and responsibility

Directors’ and others’ right to indemnity
183.   (a)       Every officer, auditor and agent for the time being of the Company shall
                 be indemnified out of the assets of the company against any liability incurred
                 by him in defending any proceedings whether civil or criminal in which
                 judgment is given in his favour or in which he is acquitted or discharged or in
                 connection with any application under Section 633 of the Act in which relief is
                 granted to him by the court.

        (b)        Every Officer, auditor and agent for the time being of the Company and every
                  trustee for the time being acting in relation to any of the affairs of the Company
                  shall be indemnified and secured harmless out of the assets and profits of the
                  Company against all action, cost, charges, losses, damages and expenses
                  which any such officer, auditor, agent or trustee may incur or sustain by reason
                  of any contract entered into or act or thing done, concurred in or omitted by him
                  as such officer, auditor, agent or trustee or in any way in or about the discharge
                  of his duties or supposed duties otherwise than in respect of any negligence,
                  default, misfeasance, breach of duty or breach of trust of which he may be
                  guilty in relation to the Company.

        (c)       The heirs, executors and administrators of every one of the aforesaid officer,
                  auditors, agents and trustees shall be entitled to the benefits of the indemnities
                  set forth in clauses (a) and (b) of this Article.

Secrecy Clause
184.   No Member shall be entitled to visit or inspect any works of the Company without the
       permission of the directors or to require discovery of or any information respecting any
       detail of the Company’s trading, or any matter which is or may be in the nature of a trade
       secret, mystery of trade, secret process, or any other matter which may relate to the
       conduct of the business of the company and which in the opinion of the Directors, it
       would be inexpedient in the interest of the Company to disclose.




                                                58                                                1
       IN THE HIGH COURT OF JUDICATURE: ANDHRA PRADESH AT HYDERABAD
                     (ORDINARY ORIGINAL / CIVIL JURISDICTION)
                  THURSDAY THE EIGHTEENTH DAY OF DECEMBER
                            TWO THOUSAND AND THREE
                                   PRESENT
                   THE HONOURABLE MR. JUSTICE N. V. RAMANA
                        COMPANY PETITION NO. 181 OF 2003
              IN THE MATTER OF THE COMPANIES ACT 1956 (1 OF 1956)
                                      AND
                    IN THE MATTER OF BSES Andhra Power Limited

BETWEEN
In the Matter of the Scheme of Amalgamation of BSES Andhra Power Limited with BSES Limited.

BSES Andhra Power Limited, Regd. Office at 6-3-1090 / A Raj Bhavan Road, Carnus Campri
Apartment, II Floor, Somajiguda, Hyderabad reps. by its Additional General Manager and
Company Secretary Mr K V Subrahmanya Sastry.

                                                       Petitioner / Transferor
                                                       Company

Petition Under Sections 391 to 394 of the Companies Act, 1956 praying that this
High Court may be pleased to order.

(a)     that the Amalgamation of the Petitioner Company with the Transferee Company as per
        the Scheme of amalgamation (being Exhibit ‘E’ to the Petition) be sanctioned by this
        Hon’ble Court so as to be binding on shareholders, creditors and employees and all
        concerned of the Petitioner Company;

(b)     that, with effect from the 1st day of April 2003, the whole of the Undertaking (as defined
        in the Scheme of Amalgamation) of the Petitioner Company be transferred to and vested
        in or be deemed to be transferred to and vested in the Transferee Company in the
        manner stated in the Scheme of Arrangement being Exhibit E to the Petition without any
        further act or deed of the Petitioner Company subject to the mortgages or charges, if any,
        now affecting the same, so as to become the Undertaking of the Transferee Company;

(c)     that with effect from the 1st day of April 2003, all secured and unsecured debts(whether
        in Indian Rupees or foreign currency), liabilities (Including contingent liabilities), duties,
        undertakings and obligations of the Petitioner Company be transferred to and vested in or
        be deemed to be transferred to and vested in the Transferee Company without any
        further act or deed of the Petitioner Company, so as to become the debts, liabilities,
        duties, undertaking and obligations of the Transferee Company;

(d)     that all legal proceeding pending by or against the Petitioner Company on the Effective
        Date be continued by or against the Transferee Company;

(e)     that the Petitioner Company be dissolved without winding up by this Hon’ble Court.

(f)     That the parties to the amalgamation embodied in the said Scheme of Amalgamation
        shall be at liberty to apply to this Hon’ble High Court for any Directions that may be
        necessary for the purpose of carrying out the Scheme of Amalgamation.

(g)     That further orders in respect of such Incidental, consequential and supplemental matters
        as are necessary to ensure that the Scheme of Amalgamation is fully and effectively
        carried out be given and made. This Petition coming on for orders upon reading the
        Judge’s Summons and the affidavit dated 18-11-2003 and filed by Mr. K.V. Subrahmanya
        Sastry, Additional General Manager and Company Secretary of the Petitioner Company




                                                 59                                                 1
        an upon hearing the arguments of Mr. V. S. Raju, Advocate for the Petitioner. The Court
        made the following Order:-


                       THE HONOURABLE SRI JUSTICE N. V. RAMANA
                           COMPANY PETITION NO. 181 OF 2003
ORAL ORDER:

This Company Petition has been filed seeking sanction of this Court for the amalgamation of the
Petitioner - Company (Transferor Company) with the BSES Limited (Transferee Company). The
registered Office of the Petitioner-Company is situated in the State of Andhra Pradesh, whereas
the Registered Office of the Transferee Company is situated at Bombay.

The authorized share capital of Transferor Company is Rs. 225 crore divided into 22.50 crore
equity share of Rs. 10 each and 21,08,59,730 equity shares of Rs. 10 each have been issued
and subscribed. The authorized share capital of the Transferee Company is Rs. 350 crore divided
into 20 crore equity share of Rs. 10 each and, Rs. 150 crore divided into 1,50,00,000 Cumulative
Redeemable Preference shares of Rs. 100 each. The issued share capital is Rs. 137.87 crore
divided into 13,78,66,830 equity share of Rs. 10 each. The subscribed share capital consists of
13,77,25,666 equity shares of Rs. 10/- each less forfeited shares to the extent of Rs. 11 lakhs.
The Petitioner - Company is presently a wholly owned subsidiary of the Transferee Company and
operates a 220 MW gas based combined cycle power plant in Samalkot in Andhra Pradesh. The
Transferee Company is mainly engaged in the generation, transmission and distribution of
electricity. It also provides value added services in electrical contracting, engineering,
procurement and construction of contracts. It also operates 500 MW thermal power station at
Dahanu near Mumbai and is in the field of power distribution for seven decades.

According to the Transferor Company, it is engaged in the similar line of business as is carried on
by the Transferee Company and the amalgamation of the Transferor Company with the
Transferee Company will be beneficial as it will help in achieving business synergy by pooling of
financial resources, managerial, technical, distribution and marketing expertise and cash flows of
both companies. It is further stated that the amalgamated entity with power generation capacity of
720 MW will enjoy leading domestic market share in generation, transmission and distribution
with a strong consumer base. It is also stated that the amalgamated entity, with stronger
financials and asset base, will be in a better position to exploit the vast growth opportunities in
power sector which is a building block for development of nation’s economy and is a GDP
multiplier. Therefore, it is submitted that the proposed Scheme is in the Interests of all concerned
and nobody’s interest would be prejudicially affected by the proposed Scheme. The Board of
Directors of both the companies have approved the Scheme of amalgamation at their respective
meeting held on 28-7-2003 and filed Company Application No. 1493 of 2003 before this Court for
dispensing with the meeting of the shareholders, by filling affidavits of the shareholders. This
Court by order dated: 18-11-2003 ordered the said Application. Thereafter, the Petitioner-
Company filed the present Company Petition. While admitting the Company Petition, this Court
ordered notices to the Central Government as well as the Official Liquidator and also directed the
Petitioners counsel to carry out the publication of notice in the newspapers, namely, Economic
Times and Andhra Jyothi, as contemplated under Rule 80 of the Companies (Court) Rules, 1959.
On behalf of the Official Liquidator a report has been filed stating that on examination of the
books and records produced by the Company and also available with the Registrar of
Companies, A. P., Hyderabad, the transferor company viz. M/s. BSES Andhra Power Ltd. has not
conducted its affairs in a manner prejudicial to the interest of its members and to the public
interest.

On behalf of the Central Government, an affidavit has been filed by the Registrar of Companies,
Andhra Pradesh, Hyderabad taking a neutral stand. However, an objection has been taken that
the Transferee Company is situated in Mumbai and the Scheme of Amalgamation must be
approved by both the High Courts at Hyderabad and Mumbai. The Learned counsel for the
Transferor Company has relied upon the judgment of this Court in Nebula Motors Limited, in
respect of the objection taken by the Registrar of companies that the Scheme of Amalgamation



                                                60                                                1
must be approved by both the High Courts at Hyderabad and Mumbai, wherein it has been held
by this court that in case of amalgamation of two companies whose registered offices are situated
within the jurisdiction of the different High Courts, it is not necessary that the transferee company
has to file a similar Petition in the High Court within whose jurisdiction the transferee Company is
situated. In view of the decision of this Court, the objection taken by the Registrar of Companies,
Andhra Pradesh, Hyderabad is Overruled.

It is evident from the proof of publication filed by the Petitioner’s counsel that notice as
contemplated under the Rules has duly been published in the newspapers and no objections as
to the proposed scheme of amalgamation are received. It is also evident from the material filed in
support of the Company Petition that the Board of Directors of both the Companies and the
shareholders of the Transferor Company have passed resolution approving the Scheme of
Amalgamation. Further, the Official Liquidator has filed report expressing no objection for
approval of the said Scheme, and, the only objection taken by the Registrar of Companies,
Andhra Pradesh in his affidavit stood overruled by the decision of this court cited above and relied
upon by the learned counsel for the Petitioner.

In the above circumstances, the Scheme of Amalgamation, which was approved by the Board of
Directors of both the Companies as well as the shareholders of the Transferor Company, marked
as Ex. E, is approved. As a result, the transferor company stands dissolved without going through
the process of winding up.

The Petitioners shall deliver a certified copy of the orders to the Registrar of Companies, Andhra
Pradesh, Hyderabad within 30 days from the date of receipt of the orders.

The Company Petition is accordingly allowed. No costs.


                                                                       Sd/-E. Umamaheswara Rao
                                                                            Joint Registrar,
// true copy //   Sd/- 18/12/2003

                                                                           Section Officer




                                                 61                                                1
                                                                                Exhibit E

                            SCHEME OF AMALGAMATION
                                         OF
                BSES Andhra Power Limited the TRANSFEROR COMPANY
                                         With
                      BSES Limited the TRANSFEREE COMPANY

                                    PART I - GENERAL

1.    BSES Andhra Power Limited (hereinafter referred to as BAPL or the Transferor
      Company’) a wholly owned subsidiary of BSES Limited (hereinafter referred to as ‘BSES’
      or ‘the Transferee Company’) is engaged in the business of generation of electricity in
      Andhra Pradesh. This Scheme of Amalgamation (hereinafter referred to as the ‘Scheme’)
      provides for the amalgamation of BSES Andhra Power Limited with BSES Limited
      pursuant to the provisions of Sections 391 to 394 and other relevant provisions of the
      Companies Act, 1956.

2.    In this Scheme, unless repugnant to the meaning or context thereof, the following
      expression shall have the following meanings:

      ‘Act’ means the Companies Act, 1956 including any statutory modification(s) or re-
      enactment(s) thereof, for the time being in force.

      ‘Appointed Date’ means 1st day of April 2003 or such other date as may be approved by
      the High Court.

      ‘BAPL’ or ‘Transferor Company’ means BSES Andhra Power Limited, a company
      incorporated under the Companies Act, 1956, having its registered office at 6-3-1090/A.
      Raj Bhawan Road, Camus Capri Apartment, II Floor, Somajiguda, Hyderabad 500 082,
      Andhra Pradesh, India. ‘BSES’ or ‘Transferee Company’ means BSES Limited, a
      company incorporated under the Indian Companies Act, 1913, having its registered office
      at BSES House, Santa Cruz (East), Mumbai 400 055, Maharashtra, India.

      ‘Effective Date’ or ‘Coming into effect of this Scheme or Effectiveness of this Scheme’
      means the date on which the certified copy of the order of the High Court sanctioning the
      Scheme is filed with the Registrar of Companies, Andhra Pradesh or as the case may be,
      the last of the dates on which such certified copy of the Order of the High Court
      sanctioning the Schemes is filed with the relevant Registrars of Companies having
      Jurisdiction over the Transferor Company and/or the Transferee Company.

      ‘High Court’ means the High Court of Judicature of Andhra Pradesh or if the context so
      requires, the relevant High Courts before whom application and/or petitions for
      sanctioning of the Scheme are filed.

      ‘Scheme’ means this Scheme of Amalgamation with such modification(s), if any, therein,
      as approved by the High Court.

      ‘Undertaking’ means all the undertakings and the entire business of the Transferor
      Company comprising of :

(a)   all the assets and properties (whether movable or immovable, tangible or Intangible, real
      or personal, corporeal or Incorporeal, present, future or contingent) of the Transferor
      Company, including but without being limited to plant and machinery, buildings and
      structures, offices, residential and other premises, capital work in progress, furniture,
      fixtures, office equipment, appliances, accessories, power lines, depots, deposits, all
      stocks, stocks of fuel, assets, Investment of all kinds (including shares, scrips, stocks,

                                             62                                               1
        bonds, debenture stock, units or pass through certificates), cash balances with banks,
        loans, advances, contingent rights or benefits, receivables, earnest moneys, advances or
        deposits paid by the Transferor Company, financial assets, leases (including lease rights,
        prospecting leases and mining leases, If any), and hire purchase contracts and assets,
        lending contracts, rights under power purchase agreements, fuel supply agreements,
        benefit of any security arrangements or under any guarantees, reversions, powers,
        authorities, allotments, approvals, permits and consents, quotas, rights, fuel linkages,
        entitlements, contracts, licenses (Industrial and otherwise), municipal permissions,
        tenancies in relation to the office and/or residential properties for the employees or other
        persons, guest houses, godowns, warehouses, leases, licenses, fixed and other assets,
        trade and service, name and marks, patents, copyrights, and other Intellectual property
        rights of any nature whatsoever, permits, approvals, authorisations, rights to use and
        avail of telephones, telexes, facsimile, email, Internet, leased line connections and
        Installations, utilities, electricity and other services, reserves, provisions, funds, benefits
        of all agreements, all records, files, paper, computer programme, manuals, data,
        catalogues, sales and advertising materials, lists and other details of present and former
        customers and suppliers, customer credit information, customer and supplier pricing
        information and other records, benefits of assets or properties or other interest held in
        trust, registrations, contracts, engagements, arrangements of all kind, privileges and all
        other rights including sales tax deferrals, title, Interest, other benefits (Including tax
        benefits), easements, privileges, liberties and advantages of whatsoever nature and
        wheresoever situate belonging to or In the ownership, power or possession and in the
        control of or vested in or granted in favour of or enjoyed by the Transferor Company in
        connection with or relating to the Transferor Company and all other Interests of
        whatsoever nature belonging to or in the ownership, power, possession or the control of
        or vested in or granted in favour of or held for the benefit of or enjoyed by the Transferor
        Company, whether in India or abroad (hereinafter referred to as the ‘Assets’)

(b)     all secured and unsecured debts (whether in Indian rupees or foreign currency), liabilities
        (including contingent liabilities), duties, undertakings and obligations of the Transferor
        Company of every kind, nature and description whatsoever and howsoever arising
        (hereinafter referred to as the ‘Liabilities’).

All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context
or meaning thereof, have the same meaning ascribed to them under the Act, the Securities
Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and other applicable laws, rules,
regulations and bye-laws or any statutory modification or re-enactment thereof, from time to time.

                                    PART II - SHARE CAPITAL

3.      (a)     The share capital of the Transferor Company as at March 31, 2003 is as under :

                              Authorised                              (Rupees in crores)
                 22,50,00,000 equity shares of Rs.10         225.00
                 each
                 Issued
                 21,08,59,730 equity shares of Rs.10         210.86
                 each have been issued
                 Subscribed and paid-up
                 21,08,59,730 equity shares of Rs.10         210.86
                 each have been fully paid up

        As on date, the Transferor Company is a wholly owned subsidiary of the Transferee
        Company and the entire paid-up share capital of the Transferor Company is held by the
        Transferee Company and its nominees.


                                                 63                                                  1
     (b)     The share capital of the Transferee Company as at March 31, 2003 is as under:

                           Authorised                          (Rupees in crores)
              20,00,00,000 equity shares of                                         200.00
              Rs.10 each

              1,50,00,000 Cumulative Redeemable                                     150.00
              Preference Shares of
              Rs.100 each
                                                                                    350.00
              Issued
              11,18,25,180 Equity Shares of                                         111.83
              Rs.10 each

              2,60,41,650 Equity Shares of Rs.10                                     26.04
              each represented by Global
              Depositary Receipts
                                                                                    137.87
              Subscribed
              13,77,25,666 Equity Shares of                                         137.72
              Rs.10 each

              Fully paid up

              Add : Forfeited Shares – Amount                                         0.11
              originally paid-up
                                                                                    137.83


                         PART III - TRANSFER AND VESTING

4.   (a)   Upon the coming into effect of this Scheme and with effect from the Appointed
           Date and subject to the provisions of this Scheme, all the Assets of the Transferor
           Company comprised in the Undertaking but excluding the properties and assets
           specified in sub-clause (b) of this Clause shall, pursuant to the provisions of
           Sections 391 to 394 and other relevant provisions of the Act, without any further
           act, instrument or deed, be and stand transferred to and vested in or be deemed to
           have been stand transferred to and vested in the Transferee Company as a going
           concern so as to become, as and from the Appointed Date, the undertakings,
           business, properties and assets of the Transferee Company.

     (b)   In respect of such of the properties and assets of the Transferor Company as are
           movable in nature and capable of transfer by manual delivery or by endorsement or
           endorsement and delivery, the same may be so transferred by the Transferor
           Company to the Transferee Company to the end and intent that the property in
           such movable properties and assets shall, upon such manual delivery or
           endorsement or endorsement and delivery, as the case may be, pass to the
           Transferee Company and thereupon such movable properties and assets shall
           become the properties and assets of the Transferee Company.

     (c)   With respect to book-debts, outstanding loans and advances, receivables, bank
           balances and deposits, if any, due to the Transferor Company by any person or
           authority, the Transferee Company and if so required, the Transferor Company
           shall give notice in such form as they may deem fit to each such debtor or
           depositee that pursuant to the sanction by the High Court of the Scheme under
           Sections 391 to 394 of the Act, the said debt, loan, advance or deposit be paid,

                                              64                                             1
              made good or held on account of the Transferee Company as the person entitled
              thereto in place of the Transferor Company and that appropriate entry should be
              passed in its books to record the aforesaid change.

      (d)     Without prejudice to the generality of sub-clause (a) of this clause 4, all assets,
              properties, estate, right, title, interest, licenses and authorities, permits, fuel
              linkages, quotas, approvals, permissions, incentives, sales tax deferrals, loans or
              benefits, subsidies, concessions, grants, claims, leases, tenancy rights, liberties
              and other assets, special status and other benefits or privileges (but excluding the
              properties and assets specified in sub-clause (b) of this clause (4) enjoyed or
              conferred upon or held or availed of by the Transferor Company and/or all rights
              and benefits that have been acquired or that have arisen or acquired or which may
              arise or accrue to the Transferor Company after the Appointed Date and prior to
              the Effective Date in connection or in relation to the operation of the Undertaking
              shall, pursuant to Section 394 (2) of the Act, without any further act, instrument or
              deed, be and stand transferred to and vested in or be deemed to have been and
              stand transferred to and vested in the Transferee Company and shall remain valid,
              effective and enforceable on the same terms and conditions to the extent
              permissible under law.

5.    Upon the coming into effect of this Scheme and with effect from the Appointed Date.

(a)   All Liabilities of the Transferor Company comprised in the Undertaking outstanding or
      subsisting on the Effective Date shall, pursuant to the provisions of Section 391 to 394
      and other relevant provisions of the Act, without any further act, instrument or deed, be
      and stand transferred to and vested in or be deemed to have been and stand transferred
      to and vested in, so as to become, as and from the Appointed Date, the liabilities of the
      Transferee Company, and further that it shall not be necessary to obtain the consent of
      any third party or other person who is party to any contract or arrangement by virtue of
      which such liabilities have arisen in order to give effect to the provision of this Clause.

(b)   Without prejudice to sub-clause (a) of this clause 5 :

      (i)      All debentures, bonds, notes or other debt securities of the Transferor Company,
               whether convertible into equity or otherwise, (hereinafter referred to as the
               ‘Transferor Company’s Securities’) shall, pursuant to the provisions of Sections
               391 to 394 and other relevant provisions of the Act, without any further act,
               instrument or deed become the securities of the Transferee Company on the
               same terms and conditions except to the extent modified under the provisions of
               this Scheme and all rights, powers, duties and obligations in relation thereto shall
               be and stand transferred to and vested in or be deemed to have been transferred
               to and vested in and shall be exercised by or against the Transferee Company to
               the same extent as if it were the Transferor Company in respect of the Transferor
               Company’s Securities so transferred.

      (ii)     Loans, advances and other obligations (including any guarantees, letters or
               credit, letters of comfort or any other instrument or arrangement which may give
               rise to a contingent liability in whatever form), if any, due or which may at any
               time in future become due between the Transferor Company and the Transferee
               Company shall stand discharged and come to an end and there shall be no
               liability in that behalf on either party and the appropriate effect shall be given in
               the books of accounts and records of the Transferee Company. It is hereby
               clarified that there will be no accrual of interest or other charges in respect of any
               such Intercompany loans, advances and other obligations.

      (iii)    Any debentures or notes, or other debt securities, if any issued by the Transferee
               Company and held by the Transferee Company and vice-versa, shall, unless
               sold or transferred by the Transferor Company or the Transferee Company, as



                                               65                                                  1
               the case may be, at any time prior to the Effective Date, stand cancelled as on
               the Effective Date, and shall be of no effect and the Transferor Company or the
               Transferee Company, as the case may be, shall have no further obligation in that
               behalf.

(c)    (i)     Where any of the Liabilities of the Transferor Company as on the Appointed Date
               transferred to the Transferee Company have been discharged by the Transferor
               Company after the Appointed Date and prior to the Effective Date, such
               discharged shall be deemed to have been for and on account of the Transferee
               Company.

        (ii)   All loans raised and utilised and all debts, liabilities, duties, undertakings and
               obligations incurred or undertaken by the Transferor Company in relation to or in
               connection with the Undertaking after the Appointed Date and prior to the
               Effective Date shall be deemed to have been raised, used, incurred or
               undertaken for and on behalf of the Transferee Company and to the extent they
               are outstanding on the Effective Date, shall upon the coming into effect of this
               Scheme, pursuant to the provisions of Section 394 (2) of the Act, without any
               further act, instrument or deed be and stand transferred to or vested in or be
               deemed to have been transferred to and vested in the Transferee Company and
               shall become the debt, liabilities, duties, undertakings and obligations of the
               Transferee Company which shall meet, discharge and satisfy the same.

6.    (a)      In so far as the Assets of the Transferor Company are concerned, the
               existing securities, mortgages, charges, encumbrances or liens (hereinafter
               referred to as the ‘Encumbrances’) over the Assets or any part thereof
               transferred to the Transferee Company. In terms of this Scheme and relating to
               any Liabilities of the Transferor Company shall, after the Effective Date, Without
               any further act or deed, continue to relate or attach to such Assets or any part
               thereof but such Encumbrances shall not relate or attach to any to any of the
               assets and properties of the Transferee Company or any part thereof, save to the
               extent warranted by the term of any existing security arrangements to which both
               the Transferor Company and the Transferee Company are party, and consistent
               with the joint obligations assumed by them under such arrangements or unless
               specifically agreed to by the Transferee Company with the concerned secured
               creditors of the Transferor Company, subject to the consent of such of the
               secured creditors of the Transferee Company as are affected by such
               arrangements.

        (b)    Without prejudice to sub-clause (a) of this Clause 6, it is clarified that the transfer
               and vesting of the assets and properties of the Transferor Company in terms of
               Clause 4 above shall be subject to the existing Encumbrances thereon and with
               effect from the Effective Date, any reference in any security documents or
               arrangements (to which the Transferor Company is a party) to the Transferor
               Company and its assets and properties shall be construed as a reference to the
               Transferee Company and the assets and properties of the Transferee Company,
               provide always that any such Encumbrances shall extent only to and over the
               assets and properties of the Transferor Company transferred to and vested in the
               Transferee Company pursuant to this Scheme and not any other assets and
               properties of the Transferee Company unless agreed to by the Transferee
               Company with the concerned secured creditors of the Transferor Company,
               subject to the consent of such of the secured creditors of the Transferee
               Company as are affected by such arrangements.

       (c) In so far as the existing securities, mortgages, charges, encumbrances or liens over
           the assets and properties of the Transferee Company or any part thereof and relating
           to liabilities of the Transferee Company are concerned, such securities, mortgages,



                                                66                                                  1
             charges, encumbrances or liens shall continue to relate or attach to such assets and
             properties of the Transferee Company or any part thereof but such securities,
             mortgages, charges, encumbrances or liens shall not extend to, or relate or attach to,
             any of the assets and properties of the Transferor Company or any part thereof
             transferred to the Transferee Company, save to the extent warranted by the terms of
             any existing security arrangements to which both the Transferor Company and the
             Transferee Company are party and consistent with the joint obligations assumed by
             them under such arrangements or unless specifically agreed to by the Transferee
             Company with the concerned secured creditors of the Transferee Company subject
             to the consent of such of the secured creditors of the Transferor Company as are
             affected by such arrangements.

7.   Without prejudice to sub-clauses (b) (II) and (b) (III) of Clause 5, with effect from the
     Appointed Date, all Inter-party transactions between the Transferor Company and the
     Transferee Company shall be considered as Intra-party transactions for all purposes.

8.   (a)         With effect from Appointed Date and upto the Effective Date :

                 (I)     The Transferor Company shall carry on and shall be deemed to have
                         carried on all its business and activities as hitherto and shall hold and
                         stand possessed of and shall be deemed to have held and stood
                         possessed of the Undertaking on account of, and for the benefit of and in
                         trust for the Transferee Company.

                 (II)    All the profits or incomes accruing or arising to the Transferor Company,
                         and all expenditure or losses arising or incurred (including all taxes, if
                         any, paid or accruing in respect of any profits and income) by the
                         Transferor Company shall, for all purposes, be treated and be deemed to
                         be and accrue as the profits or incomes and expenditures or losses and
                         taxes of the Transferee Company, as the case may be.

     (b)         With effect from the date of filling of the Scheme with the High Court and upto
                 and including the Effective Date :

                 (i)     The Transferor Company shall carry on its business and activities with
                         reasonable diligence and business prudence and shall not, undertake
                         any additional financial commitments of any nature whatsoever, borrow
                         any amounts nor incur any other liabilities or expenditure, issue any
                         additional guarantees, Indemnities, letters of comfort or commitments
                         either for itself or on behalf of its subsidiaries or group companies or any
                         third party, or sell, transfer, alienate, charge, mortgage or encumber or
                         deal with the Undertaking save and except in each case in the following
                         circumstances :

                         (Ia) If the same is in its ordinary course of business as carried on by it as
                         on the date of filling this Scheme with the High Court or
                         (Ib) If the same is expressly permitted by this Scheme or
                         (Ic) If written consent of the Transferee Company has been obtained.

     (II)        The Transferee Company shall not make any charge in its capital structure either
                 by any increase (by issue of equity or shares on a rights basis, bonus shares,
                 convertible debentures or otherwise) decrease, reduction, reclassification, sub-\
                 division or consolidation. re-organisation, or in any other manner, except under
                 all or any of the following circumstances :

     (IIa)       Upon conversion of any outstanding bonds, debentures or convertible securities
                 or



                                                 67                                                 1
      (IIb)   If the same is expressly permitted by this Scheme or

      (iic)   If Written consent of the Transferee Company has been obtained.

      (III)   The Transferor Company shall not vary or modify the terms and conditions of
              employment of any of its employees, except with the written consent of the
              Transferee Company.

9.    (a)     Upon the coming into effect of this Scheme, all suits, actions and legal
              proceedings by or against the Transferor Company pending and/or arising on or
              before the Effective Date shall be continued and/or enforced by or against the
              Transferee Company on and after the Effective Date, as effectually and in the
              same manner and to the same extent as if the same had been pending and/or
              arising by or against the Transferee Company.

      (b)     The Transferee Company undertakes to have all legal or other proceedings
              initiated by or against the Transferor Company referred to in sub-clause (a)
              above transferred to its name and to have the same continued, prosecuted and
              enforced by or against the Transferee Company.

10.   (a)     Upon the coming into effect of this Scheme, and subject to the provisions of this
              Scheme, all contracts deeds, bonds, agreements, arrangements and other
              instruments (including all tenancies, leases, licenses and other assurances in
              favour of the Transferor Company or Powers or authorities granted by or to it) of
              whatsoever nature to which the Transferor Company is a partly or to the benefit
              of which the Transferor Company may be eligible, and which are subsisting or
              having effect on the Effective Date, shall, without any further act, instrument or
              deed, be in full force and effect in favour of or against the Transferee Company
              and may be enforced as fully and effectually as if, Instead of the Transferor
              Company the Transferee Company had been a partly or Transferee Company or
              obligee thereunder.

      (b)     The Transferee Company may, at any time after the coming into effect of this
              Scheme in accordance with the provisions hereof, if so required, under any law
              or otherwise, enter into, or issue or execute deeds, writings, confirmations,
              novations, declarations, or other documents with, or in favour of any party to any
              contract or arrangement to which the Transferor Company is a party or any
              writings as may be necessary to be executed in order to give formal effect to the
              above provisions. The Transferee Company shall, be deemed to be authorised to
              execute any such writings on behalf of the Transferor Company to carry out or
              perform all such formalities or compliances required for the purposes referred to
              above on the part of the Transferor Company.

11.   Upon the coming into effect of this Scheme :

      (a)     All the employees of the Transferor Company in service on the Effective Date,
              shall become the employees of the Transferee Company on such date without
              any break or interruption in service and on terms and conditions as to
              remuneration not less favourable than those subsisting with reference to the
              Transferor Company as on the said date, it is clarified that the employees of the
              Transferor Company who become employees of the Transferee Company by
              virtue of this Scheme, shall not be entitled to the employment policies, and shall
              not be entitled to avail of any schemes and benefits that are applicable and
              available to any of the employees of the Transferee Company, unless otherwise
              determined by the Transferee Company. The Transferee Company undertakes to
              continue to abide by any agreement/settlement, if any, entered into by the



                                             68                                               1
                  Transferor Company with any union/employees of the Transferor Company.

          (b)     The existing provident fund, gratuity fund, and pension and/or superannuation
                  fund or trusts created by the Transferor Company or any other special funds
                  created or existing for the benefit of the employees of the Transferor Company
                  shall at an appropriate stage be transferred to and form part of the relevant funds
                  of the Transferee Company and till such time shall be maintained separately, and
                  the Transferee Company shall be substituted for the Transferor Company in
                  relation to the administration and operation of those funds. In the event that the
                  Transferee Company does not have its own fund with respect to any such
                  matters, the Transferee Company shall create its own fund to which the
                  contributions pertaining to the employees of Transferor Company shall be
                  transferred.

12.       The transfer and vesting of the Undertaking of the Transferor Company and the
          continuance of proceedings by or against the Transferee Company shall not affect any
          transaction or proceeding already concluded by the Transferor Company prior to the
          Effective Date to the end and intent that the Transferee Company accepts and adopts all
          acts, deeds, matters and things done and executed by the Transferor Company as done
          and executed on behalf of itself.

PART IV - CANCELLATION OF SHARE CAPITAL OF THE TRANSFEROR COMPANY

13.       The entire issued, subscribed and paid-up share capital of the Transferor Company is
          held by the Transferee Company and its nominees. Upon the Scheme becoming
          effective, no shares of the Transferee Company shall be allotted in lieu or exchange of its
          holding in the Transferor Company and the share capital of the Transferor Company shall
          stand cancelled. Upon the coming into effect of this Scheme, the Share Certificates, if
          any, as well as shares in electronic form representing the shares held by the Transferee
          Company in the Transferor Company shall be deemed to be cancelled without any further
          act or deed for cancellation thereof by the Transferee Company.

                         PART V - GENERAL TERMS AND CONDITIONS

14.       Upon the completion of the transfer and vesting of the Undertaking of the Transferor
          Company as provided in this Scheme, the Transferor Company shall be dissolved without
          winding-up.

15.       (a)     Upon the coming into effect of this Scheme and with effect from the Appointed
                  Date, the assets and liabilities of the Transferor Company shall be accounted for
                  and dealt with in the books of the Transferee Company, at the book values
                  thereof as on the Appointed Date in the books of the Transferor Company.

          (b)     The amount of excess of assets over liabilities as per sub-clause (a) above after
                  making the adjustment referred to in Clause 13 consequent upon the cancellation
                  of shares of the Transferor Company held by the Transferee Company and its
                  nominees shall be credited by the Transferee Company to its General Reserve.
                  The deficit if any, shall be debited by the Transferee Company to its General
                  Reserve.

          (c)     If considered appropriate for the purpose of application of uniform accounting
                  methods and policies between the Transferor Company and the Transferee
                  Company, the Transferee Company may make suitable adjustments and reflect
                  the effect thereof in the General Reserve of the Transferee Company.

      16. Upon the coming into effect of this Scheme the resolutions, if any of the Transferor
          Company, which are valid and subsisting on the Effective Date, shall continue to be valid



                                                 69                                                1
      and subsisting and be considered as resolutions of the Transferee Company and if any
      such resolutions have upper monetary or other limits imposed under the provisions of the
      Act, or any other applicable provisions, then the said limits shall be added to, and shall
      constitute, the aggregate of the said limits in the Transferee Company.

17.   The Transferor Company shall with all reasonable despatch, make and file all
      applications/petitions under Sections 391 and 394 and other applicable provision of the
      Act before the High Court for sanction of this Scheme and for the dissolution without
      winding up of the Transferor Company under the provisions of law, and shall obtain all
      approvals as may be required under law.

18.   (a)     The Transferor Company and the Transferee Company by their respective
              Boards of Directors or any committee thereof or any Director authorised in that
              behalf (hereinafter referred to as the “Delegate”) may assent to, or make, from
              time to time, any modifications or amendments or additions to this Scheme which
              the High Court or any authorities under law may deem fit to approve of or impose
              and which the Transferor Company and the Transferee Company may in their
              discretion accept or such modifications or amendments or additions as the
              Transferor Company and the Transferee Company or as the case may be, their
              respective Delegate may deem fit, or for the purpose of resolving any doubts or
              difficulties that may arise for carrying out this Scheme and the Transferor
              Company and the Transferee Company by their respective Boards of Directors or
              Delegate are authorised to do and execute all acts, deeds, matters and things
              necessary for bringing this Scheme into effect, or review the position relating to
              the satisfaction of the conditions of this Scheme and if necessary, wave any of
              such conditions (to the extent permissible under law) for bringing this Scheme
              into effect. In the event that any conditions may be imposed by the High Court,
              which the Transferor Company or the Transferee Company find unacceptable for
              any reason, then the Transferor Company and the Transferee Company shall be
              at liberty to withdraw the Scheme. The aforesaid powers of the Transferor
              Company and the Transferee Company may be exercised by the Delegate of the
              respective Companies.

      (b)     For the purpose of giving effect to this Scheme or to any modifications or
              amendments thereof or additions thereto, the Delegate of the Transferor
              Company and Transferee Company may determine and give and are authorized
              to determine and give all such directions as are necessary including directions for
              setting or removing any question of doubt or difficulty that may arise and such
              determination or directions, as the case may be, shall be binding on all parties, in
              the same manner as if the same were specifically incorporated in this Scheme.

19.   (a)     This Scheme is conditional upon and subject to :

      (i)     The Scheme being agreed to by the requisite majority of the members and/or
              creditors of the Transferor Company and/or by such other persons as may be
              required under the Act and the requisite directions being issued by the High
              Court.

      (ii)    The requisite sanctions and approvals including sanctions of any governmental
              or regulatory authority, lessors, or contracting party as may be required by law or
              contract in respect of the Scheme being obtained and

      (iii)   The certified copies of the order of the High Court sanctioning the Scheme being
              filed with the relevant Registrar (s) of Companies.

      (c)     In the event of this Scheme failing to take effect finally by 31st December, 2004,
              or by such later date as may be agreed by the respective Boards of Directors of
              the


                                              70                                                1
         Transferor Company and the Transferee Company, this Scheme shall become null
         and void and in that event no rights and liabilities whatsoever shall accrue to or be
         incurred inter-se by the parties or their shareholders or creditors or employees or any
         person. In such case, each company shall bear its own costs or as may be mutually
         agreed.

20.   All costs, charges and expenses, taxes and duties of the Transferor Company and
      Transferee Company respectively in relation to or in connection with this Scheme and
      Incidental to the completion of the amalgamation of the Transferor Company with the
      Transferee Company in pursuance of this Scheme shall be borne and paid by the
      Transferee Company.




                                            71                                                1
                     IN THE HIGH COURT OF BOMBAY, AT GOA, PANAJI
                          COMPANY PETITION NO. 17-R OF 2003
                                   CONNECTED WITH
                         COMPANY APPLICATION NO. 80-R OF 2003


                                                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 the Scheme of
                                                Amalgamation of Reliance Salgaocar
                                                Power Company Limited
                                                With
                                                BSES Limited

Reliance Salgaocar Power Company Limited                       )
, a Company incorporated under the Companies )
Act, 1956 having its Registered Office at Opp. Sancoale        )
Industrial estate, Zuari Nagar, Sancoale Village, Goa -        )
403 726 represented by its Vice President, Mr. M. Durairaj     )
......... Petitioner / Transferor Company                      )

                                                Coram : Hon’ble Shri P V Hardas J.
                                                Date : December 18, 2003

UPON the Petition of Reliance Salgaocar Power Company Limited, the Petitioner Company
abovenamed, presented to this Honorable Court on 21st day of November 2003 for sanction of the
Scheme of Amalgamation between Reliance Salgaocar Power Company Limited (RSPCL’ or the
Transferor Company’ or ‘the Petitioner Company’), and BSES Limited (‘BSES’ or ‘the Transferee
Company’) and their respective shareholders AND for other consequential reliefs as mentioned in
the Petition AND the said Petition being this day called on for hearing and final disposal AND
UPON READING the said Petition and the Affidavit of Mr. M. Durairaj, the Authorized Signatory of
the Petitioner Company solemnly affirmed on 21st day of November 2003, verifying the said
Petition AND UPON READING the affidavit of Mr. Prakash Shenoy, Company Secretary of the
Petitioner Company dated 1st day of December, 2003 proving service of the notice of the date of
hearing of the Petition upon the Regional Director, Department of Company Affairs, Maharashtra,
Mumbai, and the Official Liquidator, High Court, Goa and also proving publication of the notice of
the date of hearing of the Petition in the issue of ‘Herald’ in English and ‘Gomantak’ in Marathi,
circulated in Goa, dated 25th day of November 2003 AND UPON READING the order dated 21st
day of November 2003, made by this Hon’ble Court in Company Application No. 80-R of 2003
whereby the Petitioner Company was directed to dispense with the meetings of the shareholders of
the Petitioner Company to consider and approve the proposed Scheme of Amalgamation AND by
the said order dated 21st day of November 2003 convening and holding of the meetings of the
Secured and Unsecured Creditors of the Petitioner Company to consider and approve the proposed
Arrangement embodied in the Scheme of Amalgamation was dispensed with in view of the
averments made in Para 17 and 21 of the affidavit in support of the Company Application No. 80-R
of 2003 AND UPON HEARING Mr. A. F. Diniz, Advocate for the Petitioner Company that the
Scheme of Amalgamation also does not effect the rights and interest of the shareholders and also
the creditors of the Transferee Company as the Petitioner Company has substantial assets in
excess of its liabilities and the Transferee Company also has an excess of assets over liabilities
AND in view of the said facts and circumstances, the Transferee Company has not filed any
separate application / proceedings for sanction of the Scheme of Amalgamation AND UPON
HEARING Mr. Mahesh Sonak, Advocate for the Petitioner Company that since the entire
Preference Share Capital is also held by the Transferee Company, prayer(i) of the Affidavit to the

                                               72                                             1
petition dated 21st day of November, 2003, to that extent shall stand redundant and shall be
considered as cancelled AND UPON HEARING Mr. Mahesh Sonak, Advocate for the Petitioner
Company and Mr. G. K. Purwar, Official Liquidator present in person for Department of Company
Affairs and submits to the Order of the Court AND no other person or persons entitled to appear
at the hearing of the petition appearing this day either in support of the petition or to show cause
against the same THIS COURT DOTH HEREBY SANCTION that the said arrangement
embodied in the Scheme of Amalgamation (being Exhibit ‘E’ to the Petition) being Schedule I
hereto, is sanctioned by this Honourable Court and declare the same to be binding on the
Petitioner Company, BSES Limited, the Transferee Company, and also their respective
shareholders and creditors AND THIS COURT DOTH ORDER that upon the coming into effect of
this Scheme and with effect from the Appointed Date and subject to the provisions of this
Scheme, all the Assets of the Petitioner Company comprised in the Undertaking but excluding the
properties and assets specified in sub-clause (b) of Clause 4 of the Scheme shall, pursuant to the
provisions of Sections 391 to 394 and other relevant provisions of the Act, without any further act,
instrument or deed, be and stand transferred to and vested in or be deemed to have been and
stand transferred to and vested in the Transferee Company as a going concern so as to become,
as and from the Appointed Date, the undertakings, business, properties and assets of the
Transferee Company AND in respect of such of the properties and assets of the Petitioner
Company as are movable in nature and capable of transfer by manual delivery or by
endorsement or endorsement and delivery, the same may be transferred by the Petitioner
Company to the Transferee Company, to the end and intent that the property in such movable
properties and assets shall, upon such manual delivery or endorsement or endorsement and
delivery, as the case may be, pass to the Transferee Company and thereupon such movable
properties and assets shall become the properties and assets of the Transferee Company AND
with respect to book-debts, outstanding loans and advances, receivable, bank balances and
deposits, if any, due to the Petitioner Company by any person or authority, the Transferee
Company and if so required, the Petitioner Company shall give notice in such form as they may
deem fit to each such debtor or depositee that pursuant to the sanction by this Court of the
Scheme under Section 391 to 394 of the Act, the said debt, loan, advance or deposit be paid,
made good or held on account of the Transferee Company as the person entitled thereto in place
of the Transferor Company and that appropriate entry should be passed in its books to record the
aforesaid change and without prejudice to the generality of sub-clause (a) of Clause 4 the
Scheme, all assets, properties, estate, rights, title, interest, licenses and authorities, permits, fuel
linkages, quotas, approvals, permissions, exemptions (including excise, customs and duty
exemptions) incentives, sales tax deferrals, loans or benefits, subsidies, concessions, grants,
claims, leases, tenancy rights, liberties and other assets, special status and other benefits or
privileges (but excluding the properties and assets specified in sub-clause (b) of Clause 4 of the
Scheme) enjoyed or conferred upon or held or availed of by the Petitioner Company and/or all
rights and benefits that have been acquired or that have arisen or accrued or which may arise or
accrue to the Petitioner Company after the Appointed Date and prior to the Effective Date in
connection or in relation to the operation of the Undertaking shall, pursuant to Section 394 (2) of
the Act, without any further act, instrument or deed, be and stand transferred to and vested in or
be deemed to have been and stand transferred to and vested in the Transferee Company and
shall remain valid, effective and enforceable on the same terms and conditions to the extent
permissible under law AND THIS COURT DOTH FURTHER ORDER that upon the coming into
effect of this Scheme and with effect from the Appointed Date, all Liabilities of the Petitioner
Company comprised in the Undertaking outstanding or subsisting on the Effective Date shall,
pursuant to the provisions of Sections 391 to 394 and other relevant provisions of the Act, without
any further act, instrument or deed, be and stand transferred to and vested in or be deemed to
have been and stand transferred to and vested in, so as to become, as and from the Appointed
Date, the liabilities of the Transferee Company, and further that it shall not be necessary to obtain
the consent of any third party or other persons who is a party to any contract or arrangement by
virtue of which such Liabilities have arisen in order to give effect to the provisions of this Clause
AND THIS COURT DOTH FURTHER ORDER that in so far as the Assets of the Petitioner
Company are concerned, the existing securities, mortgages, charges, encumbrances or liens
(hereinafter referred to as the ‘Encumbrances’) over the Assets or any part thereof transferred to
the Transferee Company in terms of this Scheme and relating to any Liabilities of the Petitioner


                                                 73                                                 1
Company shall, after the Effective Date, without any further act or deed, continue to relate or
attach to such Assets or any part thereof but such Encumbrances shall not relate or attach to any
of the assets and properties of the Transferee Company or any part thereof, save to the extent
warranted by the terms of any existing security arrangements to which both the Petitioner
Company and the Transferee Company are party, and consistent with the joint obligations
assumed by them under such arrangements or unless specifically agreed to by the Transferee
Company with the concerned secured creditors of the Petitioner Company, subject to the consent
of such of the secured creditors of the Transferee Company as are affected by such
arrangements AND without prejudice to sub-clause (a) of Clause 6 of the Scheme, it is clarified
that the transfer and vesting of the assets and properties of the Petitioner Company in terms of
Clause 4 of the Scheme shall be subject to the existing Encumbrances thereon and with effect
from the Effective Date, any reference in any security documents or arrangements (to which the
Petitioner Company is a party) to the Petitioner Company and its assets and properties shall be
construed as a reference to the Transferee Company and the assets and properties of the
Transferee Company, provided always that any such Encumbrances shall extend only to and
over the assets and properties of the Petitioner Company transferred to and vested in the
Transferee company pursuant to this Scheme and not any other assets and properties of the
Transferee Company unless agreed to by the Transferee Company with the concerned secured
creditors of the Petitioner Company, subject to the consent of such of the secured creditors of the
Transferee Company as are affected by such arrangements AND in so far as the existing
securities, mortgages, charges, encumbrances or liens over the assets and properties of the
Transferee Company or any part thereof and relating to liabilities of the Transferee Company are
concerned, such securities, mortgages, charges, encumbrances or liens shall continue to relate
or attach to such assets and properties of the Transferee Company or any part thereof but such
securities, mortgages, charges, encumbrances or liens shall not extend to, or relate or attach to,
any of the assets and properties of the Transferor Company or any part thereof transferred to the
Transferee Company, save to the extent warranted by the terms of any existing security
arrangements to which both the Petitioner Company and the Transferee Company are party, and
consistent with the joint obligations assumed by them under such arrangements or unless
specifically agreed to by the Transferee Company with the concerned secured creditors of the
Transferee Company, subject to the consent of such of the secured creditors of the Petitioner
Company as are affected by such arrangements AND THIS COURT DOTH FURTHER ORDER
that with effect from Appointed Date and up to the Effective Date, the Petitioner Company shall
carry on and shall be deemed to have carried on all its business and activities as hitherto and
shall hold and stand possessed of and shall be deemed to have held and stood possessed of the
Undertaking on account of, for the benefit of and in trust for, the Transferee Company, also all the
profits or Incomes accruing or arising to the Petitioner Company, and all expenditure or losses
arising or incurred (including all taxes, if any, paid or accruing in respect of any profits and
income) by the Petitioner Company shall for all purposes, be treated and be deemed to be and
accrue as the profits or incomes and expenditure or losses and taxes of the Transferee
Company, as the case may be AND THIS COURT DOTH FURTHER ORDER that upon the
coming into effect of this Scheme, all suits, actions and legal proceedings by or against the
Petitioner Company pending and/or arising on or before the Effective Date shall be continued
and/or enforced by or against the Transferee Company on and after the Effective Date, as
effectually and in the same manner and to the same extent as if the same had been pending
and/or arising by or against the Transferee Company AND the Transferee Company undertakes
to have all legal or other proceedings initiated by or against the Petitioner Company referred to in
above transferred to its name and to have the same continued, prosecuted and enforced by or
against the Transferee Company AND THIS COURT DOTH FURTHER ORDER that upon the
coming into effect of this Scheme, and subject to the provisions of this Scheme, all contracts,
deeds, bonds, guarantees, agreements including the Power Purchase Agreements with
Government of Goa and all agreements subsequent thereto and all Power Supply Agreements
with various consumes, arrangements and other instruments (including all tenancies, leases,
licenses, permissions, easements, and other assurances in favour of the Petitioner Company or
powers or authorities granted by or to it) of whatsoever nature to which the Petitioner Company is
a party or to the benefit of which the Petitioner Company may be eligible, and which are
subsisting or having effect on the Effective Date, shall, without any further act, instrument or


                                                74                                                1
deed, be in full force and effect in favour of or against the Transferee Company and may be
enforced as fully and effectually as if, instead of the Transferor Company, the Transferee
Company had been a party or Transferee Company or oblige thereunder AND the Transferee
Company may, at any time after the coming into effect of this Scheme in accordance with the
provisions hereof, if so required, under any law or otherwise, enter into, or issue or execute
deeds, writings, confirmations, novations, declarations, or other documents with, or in favour of
any party to any contract or arrangement to which the Petitioner Company is a party or any
writings as may be necessary to be executed in order to give formal effect to the above provisions
AND the Transferee Company shall, be deemed to be authorised to execute any such writings on
behalf of the Petitioner Company to carry out or perform all such formalities or compliances
required for the purposes referred to above on the part of the Petitioner Company AND THIS
COURT FURTHER ORDER that upon the coming into effect of this Scheme, all the employees of
the Petitioner Company in service on the Effective Date, shall become the employees of the
Transferee Company on such date without any break or the files, documents and records relating
to the Petitioner Company to the Registrar of Companies, Mumbai, the Registrar of Companies,
Mumbai shall register with him all the files, documents and records relating to the Transferee
Company on the files kept with him in relation to the Petitioner Company and shall consolidate all
files, documents and records of the Petitioner Company with that of the Transferee Company
AND THIS COURT DOTH FURTHER ORDER that liberty is reserved to the Petitioner Company
and to all other persons interested in this Petition to apply to this Honourable Court herein as and
when occasion may arise for any direction that may be necessary to ensure that the said Scheme
of Amalgamation is fully and effectually carried out AND THIS COURT DOTH LASTLY ORDER
the Petitioner Company do pay a sum of Rs. 1,000 (Rupees One thousand only) to the Regional
Director and a sum of Rs. 1,000 (Rupees One thousand only) to the Liquidator towards the costs
of the said Petition.



                                                                               COMPANY JUDGE

Dated This 18th Day o December 2003




                                                75                                                1
                                                                                         Exhibit E

                                 SCHEME OF AMALGAMATION
                                            OF

     RELIANCE SALGOACAR POWER COMPANY LIMITED. THE TRNASFEROR COMPANY

                                              WITH

                       BSES LIMITED… THE TRANSFERREE COMPANY
                                   PART I –GENERAL


1.       Reliance Salgoacar Power Company Limited (hereinafter referred to as ‘RSPCL’ or ’the
         Transferor Company’) a wholly owned subsidiary of BSES Limited (hereinafter referred to
         as ‘BSES’ or ‘the Transferee Company’) is engaged in the business of generation and
         distribution of electricity in Goa. This Scheme of Amalgamation (hereinafter referred to
         as the ‘Scheme’) provides for the amalgamation of Reliance Salgoacar Power Company
         Limited with BSES Limited pursuant to the provisions of Section 391 to 394 and other
         relevant provisions of the Companies Act, 1956.

2.       In this Scheme, unless repugnant to the meaning or context thereof, the following
         expressions shall have the following meanings:

         “Act” means the Companies Act, 1956 including any statutory modifications(s) or re-
         enactment(s) thereof, for the time being in force.

         “Appointed Date” means 1st ay of April 2003 or such other date as may be approved by
         the High Court.

         “RSPCL” or “Transferor Company” means Reliance Salgocar Power Company Limited, a
         company incorporated under the Companies Act, 1956, having its Registered Office at
         Sancole Industrial Estate, Zuari Nagar, Sancoale Village, Mormugao Taluka, Goa, India.

         “BSES” or “Transferee Company” means BSES Limited, a company incorporated under
         the Indian Companies Act, 1913, having its Registered Office at BSES House, Santa
         Cruz(E) Mumbai 400 055, Maharashtra, India” .

         ‘Effective Date’ or ‘Coming into effect of this Scheme or Effectiveness of this Scheme’
         means the date on which the certified copy of the order of the High Court sanctioning the
         Scheme is filed with the Registrar of Companies, Goa or as the case may be, the last of
         the dates on which such certified copy of the Order of the High Court sanctioning the
         Schemes is filed with the relevant Registrars of Companies having Jurisdiction over the
         Transferor Company and/or the Transferee Company.

         ‘High Court’ means the High Court of Judicature of Bombay, Panaji Bench or if the
         context so requires, the relevant High Courts before whom application and/or petitions for
         sanctioning of the Scheme are filed.

         ‘Scheme’ means this Scheme of Amalgamation with such modification(s), if any, therein,
         as approved by the High Court.

         ‘Undertaking’ means all the undertakings and the entire business of the Transferor
         Company comprising of :

     (a) all the assets and properties (whether movable or immovable, tangible or Intangible, real
         or personal, corporeal or Incorporeal, present, future or contingent) of the Transferor

                                                76                                               1
        Company, including but without being limited to plant and machinery, buildings and
        structures, offices, residential and other premises, capital work in progress, furniture,
        fixtures, office equipment, appliances, accessories, power lines, depots, deposits, all
        stocks, stocks of fuel, assets, Investment of all kinds (including shares, scrips, stocks,
        bonds, debenture stock, units or pass through certificates), cash balances with banks,
        loans, advances, contingent rights or benefits, receivables, earnest moneys, advances or
        deposits paid by the Transferor Company, financial assets, leases (including lease rights,
        prospecting leases and mining leases, If any), and hire purchase contracts and assets,
        lending contracts, rights under power purchase agreements, with Government of Goa
        (including all agreements supplemental thereto), power supply agreements with various
        consumers, persons and any other agreements in relation to generation, supply,
        distribution, fuel supply agreements, benefit of any security arrangements or under any
        guarantees, reversions, powers, authorities, allotments, approvals, permits and consents,
        quotas, rights, fuel linkages, entitlements, contracts, licenses (Industrial and otherwise),
        municipal permissions, tenancies in relation to the office and/or residential properties for
        the employees or other persons, guest houses, godowns, warehouses, leases, licenses,
        fixed and other assets, trade and service, name and marks, patents, copyrights, and
        other Intellectual property rights of any nature whatsoever, permits, approvals,
        authorisations, rights to use and avail of telephones, telexes, facsimile, email, Internet,
        leased line c     onnections and Installations, utilities, electricity and other services,
        reserves, provisions, funds, benefits of all agreements, all records, files, paper, computer
        programme, manuals, data, catalogues, sales and advertising materials, lists and other
        details of present and former customers and suppliers, customer credit information,
        customer and supplier pricing information and other records, benefits of assets or
        properties or other interest held in trust, registrations, contracts, engagements,
        arrangements of all kind, privileges and all other rights including sales tax deferrals, title,
        Interest, other benefits (Including tax benefits), easements, privileges, liberties and
        advantages of whatsoever nature and wheresoever situate belonging to or In the
        ownership, power or possession and in the control of or vested in or granted in favour of
        or enjoyed by the Transferor Company in connection with or relating to the Transferor
        Company and all other Interests of whatsoever nature belonging to or in the ownership,
        power, possession or the control of or vested in or granted in favour of or held for the
        benefit of or enjoyed by the Transferor Company, whether in India or abroad (hereinafter
        referred to as the ‘Assets’)

(b)     all secured and unsecured debts (whether in Indian rupees or foreign currency), liabilities
        (including contingent liabilities), duties, undertakings and obligations of the Transferor
        Company of every kind, nature and description whatsoever and howsoever arising
        (hereinafter referred to as the ‘Liabilities’).

All terms and words not defined in this Scheme shall, unless repugnant or contrary to the context
or meaning thereof, have the same meaning ascribed to them under the Act, the Securities
Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and other applicable laws, rules,
regulations and bye-laws or any statutory modification or re-enactment thereof, from time to time.

PART II - SHARE CAPITAL

3.      (a) The authorized share capital of the Transferor Company as at March 31, 2003 is as
             under :




                                                 77                                                  1
    Authorised                              (Rupees)
    29,000,000 equity shares of Rs.10       290,000,000
    each
                                            29,000,000
    29,000,000 Preference Shares of
    Rs. 10 each

    Total                                   580,000,000
    Issued, subscripted and Paid up
    Share Capital
    25,380,700 Equity Shares of Rs. 10      253,807,000
    Each
    28,2000,000 Preference Shares of        282,000,000
    Rs. 10 each
    Advance towards Share Capital           28,300,000

    Total                                   564,107,000
As on date, the Transferor Company is a wholly owned subsidiary of the Transferee
Company and the entire equity share capital of the Transferor Company is held by the
Transferee Company and its nominees.

(b) The share capital of the Transferee Company as at March 31, 2003 is as under:

     Authorised                             (Rupees in crores)

     20,00,00,000 Equity Shares of          200.00
     Rs.10 each

     1,50,00,000 14% Cumulative             150.00
     Redeemable Preference Shares of
     Rs.100 each
                                            350.00
     Issued
     11,18,25,180 Equity Shares of          111.83
     Rs.10 each

     2,60,41,650 Equity Shares of Rs.10     26.04
     each represented by Global
     Depositary Receipts
                                            137.87
     Subscribed
     13,77,25,666 Equity Shares of          137.72
     Rs.10 each
     Fully paid up

     Add : Forfeited Shares – Amount        0.11
     originally paid-up
                                            137.83




                                       78                                           1
                           PART III - TRANSFER AND VESTING

4.    (a)     Upon the coming into effect of this Scheme and with effect from the Appointed
              Date and subject to the provisions of this Scheme, all the Assets of the
              Transferor Company comprised in the Undertaking but excluding the properties
              and assets specified in sub-clause (b) of this Clause shall, pursuant to the
              provisions of Sections 391 to 394 and other relevant provisions of the Act,
              without any further act, instrument or deed, be and stand transferred to and
              vested in or be deemed to have been stand transferred to and vested in the
              Transferee Company as a going concern so as to become, as and from the
              Appointed Date, the undertakings, business, properties and assets of the
              Transferee Company.

      (b)     In respect of such of the properties and assets of the Transferor Company as are
              movable in nature and capable of transfer by manual delivery or by endorsement
              or endorsement and delivery, the same may be so transferred by the Transferor
              Company to the Transferee Company to the end and intent that the property in
              such movable properties and assets shall, upon such manual delivery or
              endorsement or endorsement and delivery, as the case may be, pass to the
              Transferee Company and thereupon such movable properties and assets shall
              become the properties and assets of the Transferee Company.

      (c)     With respect to book-debts, outstanding loans and advances, receivables, bank
              balances and deposits, if any, due to the Transferor Company by any person or
              authority, the Transferee Company and if so required, the Transferor Company
              shall give notice in such form as they may deem fit to each such debtor or
              depositee that pursuant to the sanction by the High Court of the Scheme under
              Sections 391 to 394 of the Act, the said debt, loan, advance or deposit be paid,
              made good or held on account of the Transferee Company as the person entitled
              thereto in place of the Transferor Company and that appropriate entry should be
              passed in its books to record the aforesaid change.

      (d)      Without prejudice to the generality of sub-clause (a) of this clause 4, all assets,
              properties, estate, right, title, interest, licenses and authorities, permits, fuel
              linkages, quotas, approvals, permissions, incentives, sales tax deferrals, loans or
              benefits, subsidies, concessions, grants, claims, leases, tenancy rights, liberties
              and other assets, special status and other benefits or privileges (but excluding
              the properties and assets specified in sub-clause (b) of this clause (4) enjoyed or
              conferred upon or held or availed of by the Transferor Company and/or all rights
              and benefits that have been acquired or that have arisen or accrued or which
              may arise or accrue to the Transferor Company after the Appointed Date and
              prior to the Effective Date in connection or in relation to the operation of the
              Undertaking shall, pursuant to Section 394 (2) of the Act, without any further act,
              instrument or deed, be and stand transferred to and vested in or be deemed to
              have been and stand transferred to and vested in the Transferee Company and
              shall remain valid, effective and enforceable on the same terms and conditions to
              the extent permissible under law.

5.    Upon the coming into effect of this Scheme and with effect from the Appointed Date.

(a)   All Liabilities of the Transferor Company comprised in the Undertaking outstanding or
      subsisting on the Effective Date shall, pursuant to the provisions of Section 391 to 394
      and other relevant provisions of the Act, without any further act, instrument or deed, be
      and stand transferred to and vested in or be deemed to have been and stand transferred
      to and vested in, so as to become, as and from the Appointed Date, the liabilities of the
      Transferee Company, and further that it shall not be necessary to obtain the consent of
      any third party or other person who is party to any contract or arrangement by virtue of


                                              79                                                1
      which such liabilities have arisen in order to give effect to the provision of this Clause.

(b)   Without prejudice to sub-clause (a) of this clause 5:

      (i)     All debentures, bonds, notes or other debt securities of the Transferor Company,
              whether convertible into equity or otherwise, (hereinafter referred to as the
              ‘Transferor Company’s Securities’) shall, pursuant to the provisions of Sections
              391 to 394 and other relevant provisions of the Act, without any further act,
              instrument or deed become the securities of the Transferee Company on the
              same terms and conditions except to the extent modified under the provisions of
              this Scheme and all rights, powers, duties and obligations in relation thereto shall
              be and stand transferred to and vested in or be deemed to have been transferred
              to and vested in and shall be exercised by or against the Transferee Company to
              the same extent as if it were the Transferor Company in respect of the Transferor
              Company’s Securities so transferred.

      (ii)    Loans, advances and other obligations (including any guarantees, letters or
              credit, letters of comfort or any other instrument or arrangement which may give
              rise to a contingent liability in whatever form), if any, due or which may at any
              time in future become due between the Transferor Company and the Transferee
              Company shall stand discharged and come to an end and there shall be no
              liability in that behalf on either party and the appropriate effect shall be given in
              the books of accounts and records of the Transferee Company. It is hereby
              clarified that there will be no accrual of interest or other charges in respect of any
              such Intercompany loans, advances and other obligations.

      (iii)   Any debentures or notes, or other debt securities, if any issued by the Transferee
              Company and held by the Transferee Company and vice-versa, shall, unless
              sold or transferred by the Transferor Company or the Transferee Company, as
              the case may be, at any time prior to the Effective Date, stand cancelled as on
              the Effective Date, and shall be of no effect and the Transferor Company or the
              Transferee Company, as the case may be, shall have no further obligation in that
              behalf.

(c)    (i)    Where any of the Liabilities of the Transferor Company as on the Appointed
              Date transferred to the Transferee Company have been discharged by the
              Transferor Company after the Appointed Date and prior to the Effective Date,
              such discharged shall be deemed to have been for and on account of the
              Transferee Company.

       (ii)    All loans raised and utilised and all debts, liabilities, duties, undertakings and
              obligations incurred or undertaken by the Transferor Company in relation to or in
              connection with the Undertaking after the Appointed Date and prior to the
              Effective Date shall be deemed to have been raised, used, incurred or
              undertaken for and on behalf of the Transferee Company and to the extent they
              are outstanding on the Effective Date, shall upon the coming into effect of this
              Scheme, pursuant to the provisions of Section 394 (2) of the Act, without any
              further act, instrument or deed be and stand transferred to or vested in or be
              deemed to have been transferred to and vested in the Transferee Company and
              shall become the debt, liabilities, duties, undertakings and obligations of the
              Transferee Company which shall meet, discharge and satisfy the same.

6.    (a)     In so far as the Assets of the Transferor Company are concerned, the existing
              securities, mortgages, charges, encumbrances or liens (hereinafter referred to as
              the ‘Encumbrances’) over the Assets or any part thereof transferred to the
              Transferee Company. In terms of this Scheme and relating to any Liabilities of
              the Transferor Company shall, after the Effective Date, Without any further act or
              deed, continue to relate or attach to such Assets or any part thereof but such


                                               80                                                   1
             Encumbrances shall not relate or attach to any to any of the assets and
             properties of the Transferee Company or any part thereof, save to the extent

             warranted by the term of any existing security arrangements to which both the
             Transferor Company and the Transferee Company are party, and consistent with
             the joint obligations assumed by them under such arrangements or unless
             specifically agreed to by the Transferee Company with the concerned secured
             creditors of the Transferor Company, subject to the consent of such of the
             secured creditors of the Transferee Company as are affected by such
             arrangements.

     (b)     Without prejudice to sub-clause (a) of this Clause 6, it is clarified that the transfer
             and vesting of the assets and properties of the Transferor Company in terms of
             Clause 4 above shall be subject to the existing Encumbrances thereon and with
             effect from the Effective Date, any reference in any security documents or
             arrangements (to which the Transferor Company is a party) to the Transferor
             Company and its assets and properties shall be construed as a reference to the
             Transferee Company and the assets and properties of the Transferee Company,
             provide always that any such Encumbrances shall extent only to and over the
             assets and properties of the Transferor Company transferred to and vested in the
             Transferee Company pursuant to this Scheme and not any other assets and
             properties of the Transferee Company unless agreed to by the Transferee
             Company with the concerned secured creditors of the Transferor Company,
             subject to the consent of such of the secured creditors of the Transferee
             Company as are affected by such arrangements.

     (c)     In so far as the existing securities, mortgages, charges, encumbrances or liens
             over the assets and properties of the Transferee Company or any part thereof
             and relating to liabilities of the Transferee Company are concerned, such
             securities, mortgages, charges, encumbrances or liens shall continue to relate or
             attach to such assets and properties of the Transferee Company or any part
             thereof but such securities, mortgages, charges, encumbrances or liens shall not
             extend to, or relate or attach to, any of the assets and properties of the
             Transferor Company or any part thereof transferred to the Transferee Company,
             save to the extent warranted by the terms of any existing security arrangements
             to which both the Transferor Company and the Transferee Company are party
             and consistent with the joint obligations assumed by them under such
             arrangements or unless specifically agreed to by the Transferee Company with
             the concerned secured creditors of the Transferee Company subject to the
             consent of such of the secured creditors of the Transferor Company as are
             affected by such arrangements.

7.   Without prejudice to sub-clauses (b) (II) and (b) (III) of Clause 5, with effect from the
     Appointed Date, all Inter-party transactions between the Transferor Company and the
     Transferee Company shall be considered as Intra-party transactions for all purposes.

8.   (a)     With effect from Appointed Date and upto the Effective Date :

             (I)     The Transferor Company shall carry on and shall be deemed to have
                     carried on all its business and activities as hitherto and shall hold and
                     stand possessed of and shall be deemed to have held and stood
                     possessed of the Undertaking on account of, and for the benefit of and in
                     trust for the Transferee Company.

             (II)    All the profits or incomes accruing or arising to the Transferor Company,
                     and all expenditure or losses arising or incurred (including all taxes, if
                     any, paid or accruing in respect of any profits and income) by the
                     Transferor Company shall, for all purposes, be treated and be deemed to
                     be and accrue as the profits or incomes and expenditures or losses and
                     taxes of the Transferee Company, as the case may be.

                                              81                                                  1
       (b)     With effect from the date of filling of the Scheme with the High Court and upto
               and including the Effective Date :

               (i)     The Transferor Company shall carry on its business and activities with
                       reasonable diligence and business prudence and shall not, undertake
                       any additional financial commitments of any nature whatsoever, borrow
                       any amounts nor incur any other liabilities or expenditure, issue any
                       additional guarantees, Indemnities, letters of comfort or commitments
                       either for itself or on behalf of its subsidiaries or group companies or any
                       third party, or sell, transfer, alienate, charge, mortgage or encumber or
                       deal with the Undertaking save and except in each case in the following
                       circumstances :

                       (Ia) If the same is in its ordinary course of business as carried on by it as
                            on the date of filling this Scheme with the High Court. or
                       (Ib) If the same is expressly permitted by this Scheme or
                       (Ic) If written consent of the Transferee Company has been obtained.

               (II)    The Transferee Company shall not make any charge in its capital
                       structure either by any increase (by issue of equity or shares on a rights
                       basis, bonus shares, convertible debentures or otherwise) decrease,
                       reduction, reclassification, sub-division or consolidation, re-organisation,
                       or in any other manner, except under all or any of the following
                       circumstances:

               (IIa)   Upon conversion of any outstanding bonds, debentures or convertible
                       securities or

               (IIb)   If the same is expressly permitted by this Scheme or

               (iic)   If Written consent of the Transferee Company has been obtained.

       (III)   The Transferor Company shall not vary or modify the terms and conditions of
               employment of any of its employees, except with the written consent of the
               Transferee Company.

9.    (a)      Upon the coming into effect of this Scheme, all suits, actions and legal
               proceedings by or against the Transferor Company pending and/or arising on or
               before the Effective Date shall be continued and/or enforced by or against the
               Transferee Company on and after the Effective Date, as effectually and in the
               same manner and to the same extent as if the same had been pending and/or
               arising by or against the Transferee Company.

       (b)     The Transferee Company undertakes to have all legal or other proceedings
               initiated by or against the Transferor Company referred to in sub-clause (a)
               above transferred to its name and to have the same continued, prosecuted and
               enforced by or against the Transferee Company.

10.   (a)      Upon the coming into effect of this Scheme, and subject to the provisions of this
               Scheme, all contracts deeds, bonds, agreements, arrangements and other
               instruments (including all tenancies, leases, licenses and other assurances in
               favour of the Transferor Company or Powers or authorities granted by or to it) of
               whatsoever nature to which the Transferor Company is a partly or to the benefit
               of which the Transferor Company may be eligible, and which are subsisting or
               having effect on the Effective Date, shall, without any further act, instrument or
               deed, be in full force and effect in favour of or against the Transferee Company
               and may be enforced as fully and effectually as if, Instead of the Transferor
               Company the Transferee Company had been a partly or Transferee Company or
               obligee thereunder.


                                               82                                                  1
         (b)     The Transferee Company may, at any time after the coming into effect of this
                 Scheme in accordance with the provisions hereof, if so required, under any law
                 or otherwise, enter into, or issue or execute deeds, writings, confirmations,
                 novations, declarations, or other documents with, or in favour of any party to any
                 contract or arrangement to which the Transferor Company is a party or any
                 writings as may be necessary to be executed in order to give formal effect to the
                 above provisions. The Transferee Company shall, be deemed to be authorised to
                 execute any such writings on behalf of the Transferor Company to carry out or
                 perform all such formalities or compliances required for the purposes referred to
                 above on the part of the Transferor Company.

11.      Upon the coming into effect of this Scheme :

         (a)     All the employees of the Transferor Company in service on the Effective Date,
                 shall become the employees of the Transferee Company on such date without
                 any break or interruption in service and on terms and conditions as to
                 remuneration not less favourable than those subsisting with reference to the
                 Transferor Company as on the said date, it is clarified that the employees of the
                 Transferor Company who become employees of the Transferee Company by
                 virtue of this Scheme, shall not be entitled to the employment policies, and shall
                 not be entitled to avail of any schemes and benefits that are applicable and
                 available to any of the employees of the Transferee Company, unless otherwise
                 determined by the Transferee Company. The Transferee Company undertakes to
                 continue to abide by any agreement/settlement, if any, entered into by the
                 Transferor Company with any union/employees of the Transferor Company.

         (b)     The existing provident fund, gratuity fund, and pension and/or superannuation
                 fund or trusts created by the Transferor Company or any other special funds
                 created or existing for the benefit of the employees of the Transferor Company
                 shall at an appropriate stage be transferred to and form part of the relevant funds
                 of the Transferee Company and till such time shall be maintained separately, and
                 the Transferee Company shall be substituted for the Transferor Company in
                 relation to the administration and operation of those funds. In the event that the
                 Transferee Company does not have its own fund with respect to any such
                 matters, the Transferee Company shall create its own fund to which the
                 contributions pertaining to the employees of Transferor Company shall be
                 transferred.

12.      The transfer and vesting of the Undertaking of the Transferor Company and the
         continuance of proceedings by or against the Transferee Company shall not affect any
         transaction or proceeding already concluded by the Transferor Company prior to the
         Effective Date to the end and intent that the Transferee Company accepts and adopts all
         acts, deeds, matters and things done and executed by the Transferor Company as done
         and executed on behalf of itself.


                     PART IV – ISSUE AND CANCELLATION OF SHARES


13 (a)   Subject to Sub-clause (c) of this Clause 13, and subject to any of the 14% Cumulative
         Redeemable Preference Shares of Rs. 10 each fully paid up of the Transferor Company,
         or any other Preference Shares issued by the Transferor Company, being outstanding
         as on the Effective Date, upon the coming into effect of the Scheme, the Transferee
         Company shall, without any further application, act or deed, issue and allot to every
         person, other than the Transferee Company, holding Preference Shares in the Transferor
         Company on the record date (the” Record Date”) as may be fixed by the Board of



                                                83                                                1
          Directors of the Transferee Company or a Committee of Directors authorized by the
          Board of Directors of the Transferee Company in this behalf, Cumulative Redeemable
          Preference Shares of Rs. 10 each (the “New Preference Shares”) credited as fully paid
          up, in the ratio of one Preference Share of Rs. 10 each of the Transferee Company for
          every one Preference Share of Rs. 10 each held in the Transferor Company on the
          Record Date. The New Preference Shares shall be subject to same terms and conditions
          as applicable to the Preference Shares issued and allotted by the Transferor Company.

  (b) Upon the Scheme becoming effective, no Preference Shares of the Transferee Company
      shall be issued and allotted in lieu or exchange of its holding in the Transferor Company
      and any Preference Shares issued by the Transferor Company and held by the
      Transferee Company shall, on the Record Date, stand cancelled and shall be deemed to
      have been cancelled without any further act or deed. Upon the coming into effect of this
      Scheme the share certificates, if any, and Preference Shares in electronic form
      representing the Preference Shares held by the Transferee Company in the Transferor
      Company shall be deemed to be cancelled without any further act or deed for
      cancellation thereof by the Transferee Company.

  (c)     The Transferor Company shall have the power to redeem the Preference Shares prior to
          the Effective Date out of its profits or out of the proceeds of a fresh issue of shares made
          for the purposes of redemption.

14.       The entire issued, subscribed and paid-up share capital of the Transferor Company is
          held by the Transferee Company and its nominees. Upon the Scheme becoming
          effective, no shares of the Transferee Company shall be allotted in lieu or exchange of its
          holding in the Transferor Company and the share capital of the Transferor Company shall
          stand cancelled. Upon the coming into effect of this Scheme, the Share Certificates, if
          any, as well as shares in electronic form representing the shares held by the Transferee
          Company in the Transferor Company shall be deemed to be cancelled without any further
          act or deed for cancellation thereof by the Transferee Company.

                       14. PART V - GENERAL TERMS AND CONDITIONS

15.       Upon the completion of the transfer and vesting of the Undertaking of the Transferor
          Company as provided in this Scheme, the Transferor Company shall be dissolved without
          winding-up.

16.       (a)     Upon the coming into effect of this Scheme and with effect from the Appointed
                  Date, the assets and liabilities of the Transferor Company shall be accounted for
                  and dealt with in the books of the Transferee Company, at the book values
                  thereof as on the Appointed Date in the books of the Transferor Company.

          (b)     The amount of excess of assets over liabilities as per sub-clause (a) above after
                  making the adjustment referred to in Clause 13 consequent upon the cancellation
                  of shares of the Transferor Company held by the Transferee Company and its
                  nominees shall be credited by the Transferee Company to its General Reserve.
                  The deficit if any, shall be debited by the Transferee Company to its General
                  Reserve.

          (c)     If considered appropriate for the purpose of application of uniform accounting
                  methods and policies between the Transferor Company and the Transferee
                  Company, the Transferee Company may make suitable adjustments and reflect
                  the effect thereof in the General Reserve of the Transferee Company.

      17. Upon the coming into effect of this Scheme the resolutions, if any of the Transferor
          Company, which are valid and subsisting on the Effective Date, shall continue to be valid
          and subsisting and be considered as resolutions of the Transferee Company and if any
          such resolutions have upper monetary or other limits imposed under the provisions of the

                                                  84                                                1
      Act, or any other applicable provisions, then the said limits shall be added to, and shall
      constitute, the aggregate of the said limits in the Transferee Company.

18.   The Transferor Company shall with all reasonable despatch, make and file all
      applications/petitions under Sections 391 and 394 and other applicable provision of the
      Act before the High Court for sanction of this Scheme and for the dissolution without
      winding up of the Transferor Company under the provisions of law, and shall obtain all
      approvals as may be required under law.

19.   (a)      The Transferor Company and the Transferee Company by their respective
              Boards of Directors or any committee thereof or any Director authorised in that
              behalf (hereinafter referred to as the 'Delegate') may assent to, or make, from
              time to time, any modifications or amendments or additions to this Scheme which
              the High Court or any authorities under law may deem fit to approve of or impose
              and which the Transferor Company and the Transferee Company may in their
              discretion accept or such modifications or amendments or additions as the
              Transferor Company and the Transferee Company or as the case may be, their
              respective Delegate may deem fit, or for the purpose of resolving any doubts or
              difficulties that may arise for carrying out this Scheme and the Transferor
              Company and the Transferee Company by their respective Boards of Directors or
              Delegate are authorised to do and execute all acts, deeds, matters and things
              necessary for bringing this Scheme into effect, or review the position relating to
              the satisfaction of the conditions of this Scheme and if necessary, waive any of
              such conditions (to the extent permissible under law) for bringing this Scheme
              into effect. In the event that any conditions may be imposed by the High Court,
              which the Transferor Company or the Transferee Company find unacceptable for
              any reason, then the Transferor Company and the Transferee Company shall be
              at liberty to withdraw the Scheme. The aforesaid powers of the Transferor
              Company and the Transferee Company may be exercised by the Delegate of the
              respective Companies.

      (b)      For the purpose of giving effect to this Scheme or to any modifications or
              amendments thereof or additions thereto, the Delegate of the Transferor
              Company and Transferee Company may determine and give and are authorized
              to determine and give all such directions as are necessary including directions for
              setting or removing any question of doubt or difficulty that may arise and such
              determination or directions, as the case may be, shall be binding on all parties, in
              the same manner as if the same were specifically incorporated in this Scheme.

20.   (a)     This Scheme is conditional upon and subject to :

               (i)    The Scheme being agreed to by the requisite majority of the members
                      and/or creditors of the Transferor Company and/or by such other
                      persons as may be required under the Act and the requisite directions
                      being issued by the High Court.

               (ii)   The requisite sanctions and approvals including sanctions of any
                      governmental or regulatory authority, lessors, or contracting party as
                      may be required by law or contract in respect of the Scheme being
                      obtained and

              (iii)   The certified copies of the order of the High Court sanctioning the
                      Scheme being filed with the relevant Registrar (s) of Companies.

      (c)     In the event of this Scheme failing to take effect finally by 31st December 2004,
              or by such later date as may be agreed by the respective Boards of Directors of
              the Transferor Company and the Transferee Company, this Scheme shall

                                              85                                                1
             become null and void and in that event no rights and liabilities whatsoever shall
             accrue to or be incurred inter-se by the parties or their shareholders or creditors
             or employees or any person. In such case, each company shall bear its own
             costs or as may be mutually agreed.

21.   All costs, charges and expenses, taxes and duties of the Transferor Company and
      Transferee Company respectively in relation to or in connection with this Scheme and
      Incidental to the completion of the amalgamation of the Transferor Company with the
      Transferee Company in pursuance of this Scheme shall be borne and paid by the
      Transferee Company.




                                            86                                                1
                                   HIGH COURT, BOMBAY


                       IN THE HIGH COURT OF JUDICATURE AT BOMBAY
                            ORDIARY ORIGINAL CIYIL JURISDICTION
                             COMPANY PETITION NO.337 OF 2006


Reliance Energy Ventures Ltd.                                   .... Petitioner
                                 WITH

                         COMPANY PETITION NO.338 OF 2006

Reliance Energy Ltd.                                            ….. Petitioner

Mr I C Chagla, Senior Advocate with
Mr V.V.Tulzapurkar, Senior Advocate i/b. Rajesh
Shah and Co. for petitioners
Mr C J Joy i/b. Dr Kaushik for R.D.
Mr S C Gupta, O.L.

                         CORAM: S.C. DHRMADHIKARI, J.

                         DATE:    23rd June, 2006

P.C.

1.     These petitions seek sanction of this Court to the scheme of amalgamation and the only
       change with these petitions and the C.P.324 of 2006 in which an order is passed just now
       is that both, the transferor company and transferee companies are before this Court .The
       transferee company is M/s Reliance Energy Ltd. and the transferor company is Reliance
       Energy Ventures Ltd.

2.     Mr Chagla, learned Senior Counsel appearing for petitioner states that the scheme is
       identical with that of the CP.324 of 2006 except the share ratio and here also compliance
       with all the provisions is made. The meeting was convened and the report of Chairman is
       filed which shows that the scheme has been approved by the requisite majority.

3.     Report of the P.D. as also the D.L. are in identical terms. Consequently, for the reasons
       set out in the company petition No.324 of 2006 these petitions also deserve to succeed.
       Accordingly, Company Petition No.337 of 2006 is made absolute in terms of prayer
       clauses (a) to (n) and Company Petition No.338 of 2006 is made absolute in terms of
       prayer clauses (a) to (m).

4.     Cost of R.D. and O.L. quantified at Rs.2500/- each to be paid.

5.     All concerned including ROC and others to act on an ordinary copy of this order and the
       scheme annexed, authenticated by Company Registrar of this court.

6.     Filing of drawn up order is dispensed with.


                                                                             (S.C. Dharmadhikari)




                                              87                                               1
                   SCHEME OF AMALGAMATION AND ARRANGEMENT

                                              OF

       RELIANCE ENERGY VENTURES LIMITED               ... THE TRANSFEROR COMPANY

                                                     with

        RELIANCE ENERGY LIMITED                       ... THE TRANSFEREE COMPANY

                                              and

                       Their Respective Shareholders and Creditors


This Scheme of Amalgamation and Arrangement provides for the amalgamation of Reliance
Energy Ventures Limited with Reliance Energy Limited, pursuant to Sections 391 to 394 read with
Sections 100 to 103 and other relevant provisions of the Companies Act, 1956.

1.     The Scheme is divided into following parts:

(a)    Part 1 deals with the Definitions and Share Capital.

(b)    Part 2 deals with the Amalgamation of Reliance Energy Ventures Limited with
       Reliance Energy Limited.

(c)    Part 3 deals with the Reorganisation of Capital and Accounting Treatment.

(d)    Part 4 deals with the General Terms and Conditions that will be applicable to Part 2 and
       Part 3 of the Scheme.

2.     This Scheme also provides for various other matters consequential or otherwise integrally
       connected herewith.

                                            PART 1

                                         DEFINITIONS

3.     DEFINITIONS

       In this Scheme, unless inconsistent with the subject or context, the following expression
       shall have the following meaning:

       3.1     “The Effective Date” or “Coming into effect of this Scheme” means the date on
               which the certified copies of the Orders of the High Court of Judicature at
               Bombay sanctioning the Scheme are filed with the Registrar of Companies,
               Maharashtra, Mumbai, being a date not later than 30 days from the date on
               which the last of the Certificate Copies of the High court Order is received;

       3.2     “GDRs” means global depository receipts issued by a bank or a depository
               outside India representing underlying equity shares of an Indian company,
               pursuant to the issue of Foreign Currency Convertible Bonds and Ordinary
               Shares (through Depository Receipt Mechanism) Scheme, 1993 and other
               applicable laws;




                                               88                                             1
      3.3     “REL” or “the Transferee Company” means Reliance Energy Limited, a company
              incorporated under the Indian Companies Act, 1913, and having its registered
              office at Reliance Energy Centre, Santa Cruz (East), Mumbai 400 055;

      3.4     “REVL” or “the Transferor Company” means Reliance Energy Ventures Limited,
              a company incorporated under the Companies Act, 1956, and having its
              registered office at ‘H’ Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi
              Mumbai 400 710;

      3.5     “Record Date” means the date to be fixed by the Board of Directors of REVL and
              REL for the purpose of issue of shares of REL to the shareholders of REVL.

      3.6     “The Act” means the Companies Act, 1956, or any statutory modification or re-
              enactment thereof for the time being in force;

      3.7     “Appointed Date” means the Effective Date; and

      3.8     “The Scheme” or “This Scheme” means this Scheme of Amalgamation and
              Arrangement in its present form with or without any modifications or amendments
              thereto.

      All terms and words not defined in this Scheme shall, unless repugnant or contrary to the
      context or meaning thereof, have the same meaning ascribed to them under the Act, the
      Securities Contract Regulation Act, 1956, the Depositories Act, 1996 and other applicable
      laws, rules, regulations, bye-laws, as the case may be or any statutory modification or re-
      enactment thereof from time to time.

4.    SHARE CAPITAL

4.1   Transferor Company

      The Share Capital of the Transferor Company as on December 31, 2005 was as under:

                                                       Amount Rs. in Crore
      Authorised

      125,00,00,000 Equity Shares of Rs.10 each                1,250.00

      TOTAL                                                    1,250.00

      Issued, Subscribed & Paid-up

      50,000 Equity Shares of Rs.10 each fully paid up             0.05

      TOTAL                                                        0.05

      Shares Pending Allotment

      122,31,30,422 Equity Shares of Rs.10 each                1,223.13

      TOTAL                                                    1,223.13

      Subsequently, the Transferor Company has allotted 122,31,30,422 Equity Shares of
      Rs.10 each fully paid up to the shareholders of Reliance Industries Limited and existing
      50,000 Equity Shares of Rs.10 each fully paid have been cancelled.



                                             89                                                1
      The Equity Shares of the Transferor Company are listed on The Bombay Stock
      Exchange Limited and The National Stock Exchange of India Limited.

4.2   Transferee Company

      The Share Capital of the Transferee Company as on March 31, 2005 was as under:

                                                     Amount Rs in crore

      Authorised

      25,00,00,000 Equity Shares of Rs.10 each               250.00

      80,00,000 Equity Shares of Rs.10 each with
      differential rights                                       8.00

      1,55,00,00,000 Cumulative Redeemable
      Preference Shares of Rs.10 each                       1,550.00


      4,20,00,000 Unclassified shares of Rs.10 each 42.00
      ___________________________________________________
      TOTAL                                               1,850.00
      ___________________________________________________

      Issued

      15,08,87,630 Equity Shares of Rs.10 each     150.89
      4,74,37,052 Equity Shares of Rs.10 each       47.44
      by way of Global Depositary Receipts
      __________________________________________________
      TOTAL                                        198.33
      ___________________________________________________

      Subscribed

      18,55,72,799 Equity Shares of Rs.10 each               185.57

      Add : Forfeited Shares – Amounts originally paid-up   0.04
      ___________________________________________________
      TOTAL                                               185.61
      ___________________________________________________

      The Transferee Company has issued 2,58,16,000 warrants, entitling the holders thereof
      to subscribe for equal number of Equity Shares of Rs.10 each at an issue price of Rs.573
      per share, at any time on or before 1st February, 2007

      The Company has also issued Zero Coupon Foreign Currency Convertible Bonds
      (“FCCB”) aggregating US$ 178,058 million. Conversion of these FCCBs would result in
      issue of further 79,99,984 equity shares. These FCCBs are listed on the Singapore Stock
      Exchange.

      The Equity Shares of the Transferee Company are listed on the Bombay Stock Exchange
      Limited and the National Stock Exchange of India Limited. The GDRs representing the
      underlying equity shares of the Transferee Company are listed on the London Stock
      Exchange.




                                            90                                              1
                                          PART 2

         AMALGAMATION OF RELIANCE ENERGY VENTURES LIMITED WITH
                       RELIANCE ENERGY LIMITED

5.    DATE WHEN THE SCHEME COMES INTO OPERATION

      This Scheme shall become effective from the Effective Date.

6.    AMALGAMATION

      Upon the scheme becoming effective and upon the High Court of Judicature at Bombay
      giving under Section 394 of the Act an Order for dissolution without winding up of the
      Transferor Company, the Transferor Company shall be amalgamated into and form part
      of the Transferee Company.

7.    TRANSFER OF UNDERTAKING

7.1   The entire business and undertakings of Transferor Company including all its assets and
      properties of whatsoever nature shall be transferred to the Transferee Company so as to
      become the business, assets and properties of the Transferee Company as a part of the
      amalgamation as under:

      7.1.1   The immovable properties, shall be transferred to the Transferee Company by a
              duly stamped deed of conveyance after the Scheme is sanctioned by the High
              Court of Judicature at Bombay but before the Effective Date however not later
              than 7 days from the date on which the Scheme is sanctioned by the High
              Courts.

      7.1.2   The movable assets of the Transferor Company and the assets (other than the
              shares of the Transferee Company for which separate provision is made in
              Clause 7.2 below), which are otherwise capable of transfer by physical delivery
              or endorsement and delivery, including cash on hand, shall be so transferred to
              the Transferee Company and be physically handed over or be deemed to have
              been physically handed over by physical delivery or by endorsement and
              delivery, as the case may be, to the Transferee Company to the end and intent
              that the property and benefit therein passes to the Transferee Company. Such
              delivery and transfer shall be made on a date mutually agreed upon between the
              respective Boards of Directors of the Transferor Company and the Transferee
              Company being a Date after the sanction of the Scheme by the High Court of
              Judicature at Bombay but before the Effective Date however not later than 7
              days from the date on which the Scheme is sanctioned by the High Courts.
              Particularly, the Investments if any, held by the Transferor Company in physical
              certificate form will be transferred by duly executed transfer deeds. The
              Investments held in dematerialised form will be transferred to the Transferee
              Company by issuing appropriate delivery instructions to the depository participant
              with which the Transferor Company has an account.

      7.1.3   With respect to any intangible moveable assets of the Transferor Companies
              other than those mentioned above, including actionable claims, sundry debtors,
              outstanding loans, advances recoverable in cash or kind or for value to be
              received and deposits with the Government, semi-Government, local and other
              authorities and bodies and customers, the transfer shall be carried out after the
              date of sanction of the Scheme by the High courts but before the Effective Date
              however not later than 7 days from the date on which the Scheme is sanctioned
              by the High Courts, by the Transferor Company issuing if so required by the
              Transferee Company, and/or the Transferee Company issuing joint and/or



                                             91                                               1
              several notices in such form as the Transferee Company may deem fit and
              proper stating that pursuant to the High Court of Judicature at Bombay having

              sanctioned this Scheme between the Transferor Company and the Transferee
              Company and having made an Order under Section 394 of the Act, the relevant
              debt, loan, advance or other asset, be paid or made good or held on account of
              the Transferee Company, as the person entitled thereto, to the end and intent
              that the right of the Transferor Company to recover or realize the same stands
              transferred to the Transferee Company and that appropriate entries should be
              passed in the books of the Transferee Company to record the aforesaid changes.

7.2   On the scheme becoming effective, the investments in the equity share capital of the
      Transferee Company as appearing in the books of accounts of the Transferor Company
      shall stand cancelled. The cancellation which amounts to reduction of share capital of
      the Transferee Company, shall be effected as an integral part of the Scheme itself as the
      same does not involve either diminution of liability in respect of unpaid share capital or
      payment to any shareholder of any paid up share capital and the order of the High court
      sanctioning the Scheme shall be deemed to be an order under Section 102 of the Act
      confirming the reduction.

7.3   All debts, liabilities, duties and obligations of whatsoever nature of the Transferor
      Company shall under the provisions of Sections 391 and 394 and all other applicable
      provisions, if any, of the Act, and without any further act or deed be also transferred or be
      deemed to be transferred to and vest in and be assumed by the Transferee Company so
      as to become as from the effective Date the debts, liabilities, duties and obligations of the
      Transferee Company on the same terms and conditions as were applicable to the
      Transferor Company.

8.    CONDUCT OF BUSINESS

8.1   With effect from the date of filing of this Scheme with the High Court ‘of Judicature at
      Bombay and upto and including the Effective Date:

      (a)     The Transferor Company shall carry on its business and activities with
              reasonable diligence and business prudence and shall not, undertake any
              additional financial commitments of any nature whatsoever, borrow any amounts
              nor incur any other liabilities or expenditure, issue any additional guarantees,
              indemnities, letters of comfort or commitments either for itself or on behalf of its
              subsidiaries or group companies or any third party, or sell, transfer, alienate,
              charge, mortgage or encumber or deal with the Undertaking save and except in
              each case in the following circumstances:

              i.      if the same is in its ordinary course of business as carried on by it as on
                      the date of filing this Scheme with the High Court of Judicature at
                      Bombay; or

              ii.     if the same is expressly permitted by this Scheme; or

              iii.    if written consent of the Transferee Company has been obtained.

      (b)     The Transferee Company shall carry on its business and activities with
              reasonable diligence and business prudence and shall not, undertake any
              additional financial commitments of any nature whatsoever, borrow any amounts
              nor incur any other liabilities or expenditure, issue any additional guarantees,
              indemnities, letters of comfort or commitments either for itself or on behalf of its
              subsidiaries or group companies or any third party, or sell, transfer, alienate,
              charge, mortgage or encumber or deal with the Undertaking save and except in
              each case in the following circumstances:



                                              92                                                 1
             i.      if the same is in its ordinary course of business as carried on by it as on
                     the date of filing this Scheme with the High Court of Judicature at
                     Bombay; or

             ii.     if the same is expressly permitted by this Scheme; or

             iii.    if written consent of the Transferor Company has been obtained.

      (c)    The Transferor Company and the Transferee Company shall not make any
             change in their respective capital structure either by any increase, (by issue of
             equity or shares on a rights basis, bonus shares, convertible debentures or
             otherwise) decrease, reduction, reclassification, sub-division or consolidation re-
             organisation or in any other manner which may, in any way, affect the Share
             Exchange Ratio (as defined in Clause 12.1 below), except by mutual consent of
             the respective Boards of Directors of the Transferor Company and the
             Transferee Company or except as may be expressly permitted under this
             Scheme.

9.    LEGAL PROCEEDINGS

      9.1    Upon the coming into effect of this Scheme, all suits, actions and proceedings by
             or against the Transferor Company pending and/or arising on or before the
             Effective Date shall be continued and be enforced by or against the Transferee
             Company as effectually and in the same manner and to the same extent as if the
             same had been pending and/or arising by or against the Transferee Company.

      9.2    The Transferee Company undertakes to have all legal or other proceedings
             initiated by or against the Transferor Company referred to in sub-clause (9.1)
             above transferred to its name and to have the same continued, prosecuted and
             enforced by or against the Transferee Company.

10.   CONTRACTS, DEEDS AND OTHER INSTRUMENTS

      10.1   Upon the coming into effect of this Scheme, and subject to the provisions of this
             Scheme, all contracts, deeds, bonds, agreements, arrangements and other
             instruments (including all tenancies, leases, licenses and other assurances in
             favour of the Transferor Company or powers of authorities granted by or to it) of
             whatsoever nature to which the Transferor Company is a party or to the benefit of
             which the Transferor Company may be eligible, and which are subsisting or
             having effect immediately before the Effective Date, shall, without any further act,
             instrument or deed, be in full force and effect against or in favour of the
             Transferee Company, as the case may be, and may be enforced as fully and
             effectually as if, instead of the Transferor Company, the Transferee Company
             had been a party or beneficiary or obligee thereto. The Transferee Company
             shall, at any time prior to the Effective Date, wherever necessary, enter into,
             and/or issue and/or execute deeds, writings, confirmations, any tripartite
             arrangements or novations to which the Transferor Company will, if necessary,
             also be a party in order to give formal effect to the provisions of this Clause.

      10.2   The Transferee Company may, at any time after the coming into effect of this
             Scheme in accordance with the provisions hereof, if so required, under any law
             or otherwise, enter into, or issue or execute deeds, writings, confirmations,
             novations, declarations, or other documents with, or in favour of any party to any
             contract or arrangement to which the Transferor Company is a party or any
             writings as may be necessary to be executed in order to give formal effect to the
             above provisions. The Transferee Company shall be deemed to be authorised to
             execute any such writings on behalf of the Transferor Company to carry out or
             perform all such formalities or compliances required for the purposes referred to
             above on the part of the Transferor Company.


                                             93                                                1
11.    STAFF, WORKMEN & EMPLOYEES

       Upon the coming into effect of this Scheme:

11.1   All the employees of the Transferor Company in service on the Effective Date, shall
       become the employees of the Transferee Company on such date without any break or
       interruption in service and on terms and conditions as to remuneration not less
       favourable than those subsisting with reference to the Transferor Company as on the
       said date. It is clarified that the employees of the Transferor Company who become
       employees of the Transferee Company by virtue of this Scheme, shall not be entitled to
       the employment policies, and shall not be entitled to avail of any schemes and benefits
       that are applicable and available to any of the employees of the Transferee Company,
       unless otherwise determined by the Transferee Company. The Transferee Company
       undertakes to continue to abide by any agreement / settlement, if any, entered into by the
       Transferor Company with any union / employee of the Transferor Company.

11.2   The existing provident fund, gratuity fund, and pension and/or superannuation fund or
       trusts created by the Transferor Company or any other special funds created or existing
       for the benefit of the employees of the Transferor Company shall at an appropriate stage
       be transferred to the relevant funds of the Transferee Company and till such time shall be
       maintained separately. In the event that the Transferee Company does not have its own
       fund with respect to any such matters, the Transferee company shall create its own funds
       to which the contributions pertaining to the employees of Transferor Company shall be
       transferred.

                                           PART 3

                           REORGANISATION OF CAPITAL AND
                              ACCOUNTING TREATMENT

12.    ISSUE OF SHARES

       12.1    Upon the coming into effect of this Scheme and in consideration of the
               shareholders of the Transferor Company agreeing to the extinguishment of the
               shares of the Transferor Company, consequent upon the amalgamation of the
               Transferor Company in the Transferee Company and the dissolution without
               winding up of the Transferor Company in terms of the Scheme, the Transferee
               Company shall without any further application, act, instrument or deed, issue and
               allot to the equity shareholders of the Transferor Company, whose names are
               recorded in the Register of Members (the “Members”), on the Record Date,
               equity shares of Rs.10 (Rupees ten only) each, credited as fully paid up, in the
               ratio of 7.5 (seven and half) equity shares of the face value of Rs.10 (Rupees ten
               only) each in the Transferee Company for every 100 (One Hundred) equity
               shares of the face value of Rs.10 (Rupees ten only) each held in the Transferor
               Company.

               The above ratio in which the shares of the Transferee Company are to be allotted
               to the shareholders of the Transferor Company by the Transferee Company is
               hereinafter referred to as the “Share Exchange Ratio”).

       12.2    The shares or the share certificates of the Transferor Company in relation to the
               shares held by its Members shall, without any further application, act, instrument
               or deed, be deemed to have been automatically cancelled and be of no effect on
               and from the Record Date. The equity shares to be issued by the Transferee
               Company pursuant to Clause 12.1 above shall be issued in dematerialized form
               by the Transferee Company, unless otherwise notified in writing by the
               shareholders of the Transferor Company to the Transferee Company on or
               before such date as may be determined by the Board of Directors of the
               Transferor Company or a committee thereof, In the event that such notice has

                                              94                                               1
        not been received by the Transferee Company in respect of any of the members
        of the Transferor Company, the equity shares shall be issued to such members
        in dematerialised form provided that the members of the Transferee Company
        shall be required to have an account with a depository participant and shall be
        required to provide details thereof and such other confirmations as may be
        required. In the event that the Transferee Company has received notice from
        any member that equity shares are to be issued in physical form or if any
        member has not provided the requisite details relating to his/her /its account with
        a depository participant or other confirmations as may be required or if the details
        furnished by any member do not permit electronic credit of the shares of the
        Transferee Company, then the Transferee Company shall issue equity shares in
        physical form to such member or members.

12.3.   In the event of there being any pending share transfers with respect to any
        application lodged for transfer by any shareholder of the Transferor Company,
        the Board of Directors or any committee thereof of the Transferor Company if in
        existence, or failing which the Board of Directors or any committee thereof of the
        Transferee Company shall be empowered in appropriate cases, even
        subsequent to the Record Date to effectuate such a transfer in the Transferor
        Company as if such changes in registered holder were operative as on the
        Record Date, in order to remove any difficulties arising to the transferor or the
        transferee of the share(s) in the Transferee Company and in relation to the new
        shares after the Scheme becomes effective.

12.4.   No certificate(s) shall be issued in respect of fractional entitlements, if any, by the
        Transferee Company, to which the Members may be entitled on issue and
        allotment of shares of the Transferee Company as aforesaid in Clause 12.1 The
        Board of Directors of the Transferee Company shall, instead consolidate all such
        fractional entitlements and thereupon issue and allot equity shares in lieu thereof
        to a director or an officer of the Transferee Company or such other person as the
        Board of Directors of the Transferee Company shall appoint in this behalf who
        shall hold the shares in trust on behalf of the Members entitled to fractional
        entitlements with the express understanding that such director(s) or officer(s) or
        person(s) shall sell the same in the market at such time or times and at such
        price or prices in the market and to such person or persons, as it/he/they deem
        fit, and pay to the Transferee Company, the net sale proceeds thereof,
        whereupon the Transferee Company shall distribute such net sale proceeds to
        the Members in proportion to their respective fractional entitlements.

12.5    Equity Shares issued and allotted by the Transferee Company in terms of this
        Scheme shall be subject to the provisions of the Memorandum and Articles of
        Association of the Transferee Company and shall rank pari passu in all respects
        with the then existing equity shares of the Transferee Company, including in
        respect of dividends, if any, that may be declared by the Transferee Company,
        on or after the Effective Date.

12.6    Equity Shares of the Transferee Company issued in terms of this Scheme shall
        be listed on the stock exchange/s in India, where the existing equity shares of the
        Transferee Company are presently listed.

12.7    The Transferee Company shall, if and to the extent required, apply for and obtain
        any approvals from concerned regulatory authorities for the issue and allotment
        of Equity Shares to the members of the Transferor Company under the Scheme.



                                         95                                                  1
      12.8   The Equity Shares to be issued by the Transferee Company in respect of any
             Equity Shares of the Transferor Company which are held in abeyance under the
             provisions of Section 206A of the Act or otherwise shall, pending allotment or
             settlement of dispute by order of Court or otherwise, be held in abeyance by the
             Transferee Company.

13.   ISSUE OF GDRs

      13.1(a) The Bank of New York acting as the Depositary representing the holders of
              GDRs of Reliance Industries Limited (RIL GDRs) holds Equity Shares of the
              Transferor Company on behalf of the said GDR holders, in terms of the Scheme
              of Arrangement sanctioned by the Hon’ble High Court of Judicature at Bombay
              vide order dated 9 December, 2005. The

      (b)    Pursuant to provisions of Clause 12.1 above, the Transferee Company shall
             issue to Bank of New York, Equity Shares of the Transferee Company against
             the extinguishment of the Equity Shareholding in the Transferor Company in the
             Transferor Company, if any, in accordance with the relevant Share Exchange
             Ratio. Subject to Clause (c) below, the Bank of New York shall hold such shares
             of the Transferee Company on behalf of the said holders of GDRs.

      (c)    The Transferee Company may, on or before expiry of 150 (One hundred and
             fifty) days from the Record Date, in consultation with the Bank of New York as
             Depository for the holders of RIL GDRs by entering into appropriate agreements
             with the said Depository or any other Depository (appointed by the Transferee
             Company) for the issuance of GDRs, (whether listed or otherwise), instruct such
             Depository to issue GDRs of the Transferee Company, to the holders of RlL
             GDRs. Subject to sub-clause (d) below, if the Transferee Company has not had
             such GDRs issued as aforesaid, the Bank of New York as the Depository for RlL
             GDRs shall, in consultation with the Transferee Company, sell the shares of the
             Transferee Company in the open domestic market and distribute the net sale
             proceeds to such GDR holders on a proportionate basis.

      (d)    Notwithstanding anything contained in sub-clause (c) of Clause 13.1 above, any
             holder of RIL GDRs may at anytime after the Record Date, but prior to the
             issuance of GDRs by the Transferee Company, instruct the Depository to
             transfer the underlying shares of the Transferee Company to such RIL GDR
             holders. In such case, the Transferee Company shall obtain such permissions as
             may be necessary.

      (e)    The holders of GDRs of RIL who wish to directly receive shares of the Transferee
             Company may surrender the GDRs of RIL held by them before the Record Date
             in exchange for shares of the Transferor Company. Such GDR holders holding
             shares of the Transferor Company on the Record Date shall then be entitled to
             receive shares of the Transferee Company in accordance with the Share
             Exchange Ratio under Clause 12.1 above.

      13.2   The Transferee Company may take all such steps and do all such acts, deeds
             and things as may be necessary for the issue of GDRs pursuant to sub-clause
             (c) of Clause 13.1 for listing the GDRs on one or more overseas Stock
             Exchange9s) and if deemed necessary for the registration of the GDRs under the
             appropriate provisions of the Securities Act of 1933, as amended, of the United
             States of America (the “Securities Act”).

      13.3   The equity shares underlying the GDRs issued, if any, will not be registered
             under the Securities Act in reliance upon the exemption from registration
             contained in Section 3(a) (10) of the Securities Act. To obtain this exemption, the


                                            96                                                1
               Transferee Company will rely on the approval of the Scheme by the High Court
               of Judicature at Bombay following the hearing by the court. However the GDRs
               to be issued will be, if deemed necessary, registered in terms of the appropriate
               provisions of the Securities Act.

       13.4    If, on account of the Share Exchange Ratio, fractional GDRs of the Transferee
               Company have to be issued, then, in accordance with the terms and conditions
               of the Deposit Agreement, in lieu of delivering receipts for fractional GDRs the
               Depositary may, in its discretion, sell the shares represented by the aggregate of
               such fractions, at public or private sale, at such place or places and at such price
               or prices as it may deem proper, and distribute the net proceeds of any such sale
               in accordance with the terms of the Deposit Agreement.

       13.5    The GDRs issued, if any, by the Transferee Company pursuant to sub-clause (c)
               of Clause 12.1 shall be similar in all material respects with the existing GDRs of
               the Transferee Company.

14.    ACCOUNTING TREATMENT

14.1   On the Scheme becoming effective, the Transferee Company shall provide for the
       following accounting treatment in its books of accounts as under :

       (a)     The investments in the equity share capital of the Transferee Company as
               appearing in the books of accounts of the Transferor Company, shall stand
               cancelled. The cancellation which amounts to reduction of share capital of the
               Transferee Company, shall be effected as an integral part of the Scheme itself as
               the same does not involve either diminution of liability in respect of unpaid share
               capital or payment to any shareholder of any paid up share capital and the order
               of the High Court of Judicature at Bombay sanctioning the Scheme shall be
               deemed to be an order under Section 102 of the Act confirming the reduction.

       (b)     All the assets (other than shares of Transferee Company which would be
               cancelled pursuant to sub-clause 7.2 hereof) recorded in the books of Transferor
               Company shall be recorded by the Transferee Company at their respective book
               value as appearing in the books of the Transferor Company. All the liabilities
               recorded in the books of Transferor Company shall upon becoming the liabilities
               of the Transferee Company be recorded by the Transferee Company at their
               respective book values as appearing In the books of the Transferor Company.

       (c)     Inter-company balances if any, will stand cancelled.

       (d)     The excess or shortfall of the Net Assets Value transferred to the Transferee
               Company would be credited to the ‘General Reserve Account’ or Goodwill or as
               the case may be.

       Explanation:

       “Net Assets Value” shall be computed as the value of the Assets transferred to the
       Transferee Company less the value of the liabilities becoming liability of the Transferee
       Company and the difference if positive shall be considered to be an ‘excess” and if
       negative shall be considered to be a shortfall’.

       (e)     If considered appropriate for the purpose of application of uniform accounting
               methods and policies between the Transferor Company and the Transferee
               Company, the Transferee Company may make suitable adjustments and reflect
               the effect thereof in the General Reserve of the Transferee Company.




                                               97                                                1
                                              PART 4

                             GENERAL TERMS AND CONDITIONS

15.     DIVIDENDS, PROFITS, BONUS/ RIGHTS SHARES

15.1.   With effect from the date of filing of this Scheme with the High Court of Judicature at
        Bombay and upto and including the Effective Date, the Transferor Company and the
        Transferee Company shall be entitled to declare and pay dividends, whether interim or
        final, to their respective equity shareholders in respect of the accounting period prior to
        the Effective Date, provided that the Transferor Company shall not make any such
        declaration, except with the prior approval of the Board of Directors of the Transferee
        Company.

15.2    Until the coming into effect of this Scheme, the holder of equity shares of the Transferor
        Company and the Transferee Company shall, save as expressly provided otherwise in
        this Scheme, continue to enjoy their existing rights under their respective Articles of
        Association including the right to receive dividends.

15.3    It is clarified that the aforesaid provisions in respect of declaration of dividends, whether
        interim or final, are enabling provisions only and shall not be deemed to confer any right
        on any member of the Transferor Company and/or the Transferee Company to demand
        or claim any dividends which, subject to the provisions of the Act, shall be entirely at the
        discretion of the respective Board of Directors of the Transferor Company and the
        Transferee Company and subject, wherever necessary, to the approval of the
        shareholders of the Transferor Company and the Transferee Company, respectively.

16.     WINDING UP OF THE TRANSFEROR COMPANY

        16.1    On the Scheme becoming effective the Transferor Company shall be dissolved
                without being wound up.

        16.2    The Board of Directors, (or any committee thereof) of the Transferor Company
                shall without any further act, instrument or deed be and stand dissolved.

17.     APPLICATION TO THE HIGH COURT

        17.1    The Transferor Company shall with all reasonable despatch, make all
                applications/petitions under Sections 391 and 394 and other applicable
                provisions of the Act to the High Court of Judicature at Bombay for sanctioning of
                this Scheme and for dissolution of the Transferor Company without winding up
                under the provisions of law, and obtain all approvals as may be required under
                law.

        17.2    The Transferee Company shall with all reasonable despatch, make all
                applications/petitions under Sections 391 and 394 read with Sections 100-103
                and other applicable provisions of the Act to the High Court of Judicature at
                Bombay for sanctioning of this Scheme under the provisions of law, and obtain
                all approvals as may be required under law.

18.     MODIFICATION I AMENDMENT TO THE SCHEME

18.1    The Transferor Company and the Transferee Company may assent from time to time on
        behalf of all persons concerned to any modifications or amendments or additions to this
        Scheme or to any conditions or limitations which either the Boards of Directors or a
        committee or committees of the concerned Board or any Director authorised in that
        behalf by the concerned Board of Directors (hereinafter referred to as the “Delegates) of


                                                98                                                 1
       the Transferor Company and the Transferee Company deem fit, or which the High Court
       of Judicature at Bombay or any other authorities under law may deem fit to approve of or
       impose and which the Transferor Company and the Transferee Company may in their
       discretion deem fit and to resolve all doubts or difficulties that may arise for carrying out
       this Scheme and to do and execute all acts, deeds, matters and things necessary for
       bringing this Scheme into effect, or to review the position relating to the satisfaction of the
       conditions to this Scheme and if necessary, to waive any of those (to the extent
       permissible under law) for bringing this Scheme into effect. (In the event that any of the
       conditions may be imposed by the Courts or other authorities which the Transferor
       Company or the Transferee Company may find unacceptable for any reason, then the
       Transferor Company and the Transferee Company are at liberty to withdraw the
       Scheme). The aforesaid powers of the Transferor Company and the Transferee
       Company may be exercised by the Delegates of the respective Companies. In particular
       and without prejudice to the generality of the foregoing the modifications and
       amendments referred to in this sub-clause may include modifications and amendments
       relating to the mode by which the business undertaking assets and properties of the
       Transferor Company are transferred to the Transferee Company.

18.2    For the purpose of giving effect to this Scheme or to any modifications or amendments
       thereof or additions thereto, the Delegate of the Transferor Company and Transferee
       Company may give and are authorised to determine and give all such directions as are
       necessary including directions for settling or removing any question of doubt or difficulty
       that may arise and such determination or directions, as the case may be, shall be binding
       on all parties, in the same manner as if the same were specifically incorporated in this
       Scheme.

19.    CONDITIONS

       19.1    The Scheme is conditional upon and subject to the following

       (a)     The Scheme being agreed to by the requisite majority of the members of the
               Transferor Company and the Transferee Company as required under the Act and
               the requisite orders of the High Court of Judicature at Bombay being obtained;

       (b)     Such other sanctions and approvals including sanctions of any governmental or
               regulatory authority, creditor, lessor or contracting party as may be required by
               law or contract in respect of the Scheme being obtained; and

       (c)     The certified copies of the order of the High Court of Judicature at Bombay
               referred to in this Scheme being filed with the Registrar of Companies,
               Maharashtra, Mumbai.

       19.2    The provisions contained in this Scheme are inextricably inter-linked with the
               other provisions and the Scheme constitutes an integral whole. The Scheme
               would be given effect to only if is approved in its entirety unless specifically

               agreed otherwise by the Transferor Company and the Transferee Company by
               their respective Board of Directors or any Committee constituted by them.

20.    EFFECT OF NON-RECEIPT OF APPROVALS

       In the event of this Scheme falling to take effect within 12 months of the first filing with the
       High Court of Judicature at Bombay, or by such later date as may be agreed by the
       respective Board of Directors of the Transferor Company and the Transferee Company,
       this Scheme shall become null and void and in that event no rights and liabilities
       whatsoever shall accrue to or be incurred inter se by the parties or their shareholders or
       creditors or employees or any other person. In such case each Company shall bear its
       own costs or as may be mutually agreed.


                                                 99                                                  1
21.   Costs

      The Order of the High Courts u/s 391-394 of the Act not being a conveyance as
      understood under the Bombay Stamp Act, 1958, stamp duty would only be payable on
      the conveyance referred to in Clause 7.1.1 of this Scheme, which stamp duty shall be
      payable by the Transferor Company. All other costs, charges and expenses, including
      any taxes and duties of the Transferor Company and Transferee Company respectively
      in relation to or in connection with this Scheme and incidental to the completion of the
      amalgamation of the Transferor Company in pursuance of this Scheme shall be borne
      and paid by the Transferee Company.



                                                       Advocates for the Petitioner / Applicant




                                            100                                              1
 IN THE HIGH COURT OF JUDICATURE AT

                   BOMBAY

 ORDINARY ORIGINAL CIVIL JURISDICTION

    COMPANY PETITION NO 338 OF 2006

             CONNECTED WITH

 COMPANY APPLICATION NO. 429 OF 2006

                     AND

 In the matter of Sections 391 to 394 read with
   Sections 100 to 103 of the Companies Act.
                     1956:

                     AND

In the matter of the Scheme of Amalgamation
and Arrangement of Reliance Energy Ventures
Limited with Reliance Energy Limited and
the respective shareholders and creditors
RELIANCE ENERGY LIMITED

                                .... Petitioner Company

Authenticated copy of the Minutes of the
Order dated 23 June, 2006 along with
Scheme

         Dated this day of June, 2006

          M/S RAJESH SHAH & CO
     Advocates for the Petitioner Company
             16, Oriental Building
         30, Nagindas Master Road,
      Flora Fountain, Mumbai - 400 001




                     101                                  1
                                    HIGH COURT BOMBAY


                    IN THE HIGH COURT OF JUDICATURE AT BOMBAY
                        ORDINARY ORIGINAL CIVIL JURISDICTION

                          COMPANY PETITIONS NO. 305 OF 2008
                                       WITH
                         COMPANY APPLICATION NO. 411 OF 2008

                                                         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
                                                         Amalgamation of Reliance Project
                                                         Finance Pvt Ltd and Reliance
                                                         Power Infrastructures Private Ltd
                                                         with Reliance Infrastructure
                                                         Ltd and their respective
                                                         Shareholders and creditors

                                                         Petitioner

Reliance Project Finance Pvt Ltd

Mr Virag Tulzapurkar, Sr Counsel with Mr Shyam Mehta and Ms Alpana Ghone Mr Rajesh Shah
& Co. for the petitioner.

Mr C J Joy i/by S K Mohapatra for Regional Director

Mr S Ramakantha, Dy. O. L. present

                                                         CORAM : S C DHARMADHIKARI J.
                                                         DATE : 20TH JUNE, 2008

P.C.

1.     Mr Tulzapulkar, learned senior counsel appearing for the petitioner tenders further
       affidavit of the authorised signatory which is taken on record.

2.     After inviting my attention to the order dated 10th June,2008 it is contended by Mr
       Tulzapurkar that now one of the transferor company will go out of scheme. That company
       petition has been allowed to be withdrawn by this Court. Therefore, any reference to the
       petitioner in company Petition No. 306 of 2008 in the scheme does not survive. He
       submits that both transferors are wholly owned subsidiaries of the transferee company.
       Further , the meetings have been dispensed with pursuant to orders dated 28th March,
       2008 and 4th April, 2008. He submits that the companies are financially sound and no
       creditors are going to be affected. He submits that in the light of the law laid down by this
       Court filing of petition by Transferee company is not necessary.


                                               102                                                1
3.   He submits that there is no alteration to the scheme. The scheme remains the same.
     However, in the scheme there is reference to two companies and that is how the
     definition clause and other clauses are worded. When, one of the transferor company is
     out of the scheme, then, the deletion from the scheme of that company is the only
     modification. There is no variation of the scheme, save and except, deletion of the other
     transferors name therefrom. In such circumstances and when both Regional Director and
     official Liquidator have stated on oath that the scheme is not prejudicial to the interest of
     the creditors, share-holders and public this Court should exercise its powers under
     section 391 to 394 of the Companies Act and grant the reliefs as prayed for.

4.   He submits that the scheme now in force would be the one which is annexed as
     annexure 'C' to the affidavit of one Sankaran Srinivasan affirmed on 11th June, 2008. He
     submits that     with reference to this scheme this Court should grant the reliefs prayed in
     the petition.

5.   The only contention raised by the Regional Director is that the scheme has been
     modified. One of the transferor company goes out of the scheme and deletion of its name
     is a variation which must be made known to the public. He submits that even if this Court
     is inclined to sanction the scheme, after the same is sanctioned, the parties must notify
     the changed/varied scheme so that there is no misleading statement or that the public is
     unaware of the changes or modification.

6.   A company application was moved being Company Application No. 824 of 2008. That
     company application was placed before me on 10th June, 2008 and I had permitted
     withdrawal of Company Petition No. 306 of 2008. That petition was filed by "Reliance
     Power Infrastructure Pvt. Ltd. "The transferee company's name has undergone a change
     and the transferee company is known as "Reliance Infrastructure Ltd." That amendment
     had been carried out. I had clarified that the consequences of deletion of one of the
     transferor company and withdrawal of its petition, if entails, any variation of modification
     of the scheme, then, that work would be considered at the hearing of the petition.

7.   At the hearing of this petition neither the official Liquidator nor the Regional director
     raised any objection to the scheme. They confirmed the statements in earlier affidavit. the
     schemes have been perused by them so also the petitions. It is not their case that the
     statutory compliance have not been made. Further, it is not their case that the earlier
     position as emerging from the record is altered and that any variation or modification
     would entail in the petitioner being required to go through the process all over again. All
     that is requested is that wide publicity should be given to the fact that one of the
     transferor had gone out of the scheme and the scheme stands altered to that extent.

8.   In my view, in the peculiar facts of this case this is not something which would justify
     directing issuance of advertisements before the matter is taken up. Further, the scheme
     has been perused by me. The affidavit which has been tendered today has annexed to it
     the modified scheme after deletion of one of the transferor companies. That scheme and
     the clauses therein are identical to the scheme annexed to the petition. The scheme that
     has been annexed to the petition has been perused by me. Save and except references
     to the other transferor company therein no change is sought. There are no financial and
     other implications. The creditors or share holders are not going to be adversely effected.
     In such circumstances and when due publicity would be given to the order passed by the
     Court itself after the same is filed with the Registrar of Companies and Regional Director,
     it is not necessary to issue any further directions. More so, with regard to publication.
     Having satisfied myself that the modification or variation is on account of withdrawal of
     Company Petition No.306 of 2008 and is technical in nature so also not affecting the
     scheme, there is no impediment in sanctioning of the scheme of amalgamation of
     Reliance Project Finance Pvt Ltd and Reliance Infrastructure Ltd.



                                             103                                                1
9.    Company petition is therefore made absolute in terms of prayers (a) to (d). However, the
      scheme which is sanctioned is the one which is annexed as annexure ‘C’ to the affidavit
      dated 11th June, 2008 of Mr Sankaran Srinivasan.

10.   Petitioner company to lodge a copy of this order and the scheme with the concerned
      superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any,
      on the same within 30 days of obtaining the certified copy and/or an authenticated copy
      of the order.

11.   Petitioner to pay cost of Rs.5,000/- to the Regional Director & O.L. each costs to be paid
      within four weeks from today.

12.   Filing and issuance of the drawn up order is dispensed with.

13.   All authorized concerned to act on a copy of this order along with scheme to be
      authenticated by the Company Registry.



                                                                          (S.C. Dharmadhikari)




                                            104                                               1
                               SCHEME OF AMALGAMATION

                                       OF
                    RELIANCE PROJECTS FINANCE PRIVATE LIMITED


                                        WITH
                          RELIANCE INFRASTRUCTURE LIMITED

                                             AND

                 THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

The Scheme of Amalgamation is presented under section 391 and other applicable provision of
the Companies Act. 1956 for amalgamations of Reliance Finance Private Limited with Reliance
Infrastructure limited.

The Purpose and Rationale of this Scheme is as under.

       *       Reducing the multiple layer inefficiencies
       *       Administrative convenience
       *       Reduction in administrative cost and overheads.

1.     DEFINITIONS

       In this scheme, unless inconsistent with the subject, the following expression shall have
       the meaning respectively assigned against them.

1.1    "Act" means the companies Act 1956 and shall include any statutory modification, re-
       enactment or amendment thereof for the time being in force.

1.2    "Appointment Date" means the 1st day of April, 2007 or such other date as may be
       approved by the High court of Judicature at Bombay of any other appropriate authority.

1.3    "Effective Date" means the later of the dates on which the certified or authenticated copy
       of the orders of High court of Judicature at Bombay or any other appropriate authority
       under Sections 391 and 394 of the Act sanctioning the Scheme are filled with the
       Registrar of Companies, Maharashtra at Mumbai by the Transferor company and the
       Transferee company.

1.4    "REL" or the Transferee Company" means Reliance Infrastructure Limited a company
       incorporated under the Act and having its registered office at 3rd Floor, Reliance Energy
       Center, Santa Cruz (E), Mumbai 400 055.

1.5    "RPFPL" means Reliance Projects Finance Limited, a company incorporated under the
       Act and having its registered office at 3rd Floor, Reliance Energy Center, Santacruz (E),
       Mumbai 400 055.

1.6    "Scheme" or "the Scheme" or "this scheme" means this Scheme of amalgamation in its
       present form or with any modification(s) made under clause 14 of the scheme as
       approved or directed by the High court of Judicature at Bombay.

1.7    "Transferor company" means RPFPL.

2.     DATE OF TAKING EFFECT AND OPERATIVE DATE

       The Scheme set out herein its present form or with any modification(s) approved or direct

                                             105                                               1
      by the High Court of Judicature at Bombay; shall be effective from the Appointed Date
      but shall be operative from the Effective Date.

3.    SHARE CAPITAL

3.1   The share capital of RPFPL as at March 31, 2007 is as under :

                                                         Rupees in lacs
       Authorised Capital
       22,00,000, Equity Shares of Rs 10 each                         220.00
       Total                                                          220.00
       Issued, Subscribed and Paid-up
       21,10,000 Equity Shares of Rs 10 each fully                    211.00
       paid-up
       Total                                                          211.00



      Subsequent to March 31, 2007, the capital structure has changed as under ;

                                                         Rupees in lacs
       Authorised Capital
       22,00,000, Equity Shares of Rs 10 each                         220.00
       1,25,00,000    10%     Non-Convertible     Non-
       cumulative Redeemable Preference Shares of
       Rs.1 each                                                      125.00
       Total                                                          345.00
       Issued, Subscribed and Paid-up
       21,10,000 Equity Shares of Rs.10 each                          211.00
       1,20,00,000    10%     Non-Convertible     Non-
       cumulative Redeemable Preference Shares of
       Rs.1 each                                                      120.00
       Total                                                          331.00

      RPFPL is a wholly owned subsidiary of the Transferee Company and the entire paid-up
      share capital of the RPFPL is held by the Transferee Company.


3.2   The share capital of REL as at March 31, 2007 is as under

                                                         Rupees in lacs
       Authorised Capital
       25,00,00,000 Equity Shares of Rs.10 each                   25,000.00

       80,00,000 Preference Shares of Rs.10 each
       with differential rights                                       800.00
                                           106                                           1
 1,55,00,00,000 cumulative Redeemable
 Preference shares of Rs.10 each                       1,55,000.00

 4,20,00,000 unclassified shares of Rs.10                 4,200.00
 each
 Total                                                 1,85,000.00
 Issued Capital
 23,01,22,316 Equity Shares of Rs.10 each                23,012.23

 Add : 9,17,34,781 Shares issued and
 allotted pursuant to the Scheme of
 Amalgamation                                             9,173.48

 Less : 9,09,24,724 Shares cancelled as per the
 scheme of Amalgamation as approved by the
 Hon’ble High Court                                       9,092.47
 Total                                                   23,093.24
 Subscribed Capital
 22,77,20,251 Equity Shares of Rs.10 each                22,772.03

 Add : 9,17,34,781 shares issued and allotted
 Pursuant to the Scheme of Amalgamation                   9,173.48

 Less : 9,09,24,724 shares cancelled as per the
 scheme of amalgamation as approved by the
 Hon’ble High Court                                       9,092.47

 Add : Forfeited shares – amounts originally
 paid-up                                                      4.00
 Total                                                   22,857.04



Subsequent to March 31, 2007 the issued and Subscribed Share Capital of Rel has been
changed as under :

                                                  Rupees in lacs
 Authorised Capital
 35,00,00,000 Equity Shares of Rs.10 each                35,000.00

 80,00,000 Preference Shares of Rs.10 each                  800.00
 with differential rights

 1,55,00,00,000 Cumulative Redeemable                  1,55,000.00
 Preference Shares of Rs.10 each

 4,20,00,000 unclassified shares of                       4,200.00
 Rs.10 each
 Total                                                 1,95,000.00
 Issued & Subscribed Capital
 23,65,30,262 Equity Shares of Rs.10 each                23,653.02
 Total                                                   23,653.02




                                       107                                        1
                         PART A -MERGER OF RPFPL, INTO REL


4.    TRANSFER AND VESTING OF UNDERTAKING

4.1   With effect from the opening of the business as on the appointed date, the entire
      business and whole of the undertaking of the Transferor company including all its
      properties and assets (whether movable or immovable, tangible or Intangible) of
      whatsoever nature such as licenses, permits, quotas, approvals, lease, tenancy rights,
      permission, incentives if any, and all other rights, title, interest, contracts, consents,
      approvals or power of every kind, nature and descriptions whatsoever shall under the
      provisions of Section 391 to 394 of the Act and pursuant to the orders of the High Court
      of Judicature at Bombay or any other appropriate authority sanctioning this Scheme and
      without further act, instrument of deed, but subject to the charges if any, affecting the
      same as on the Effective Date shall stand transferred and/or deemed to be transferred
      and vested in REL so as to become the properties and assets of REL.

4.2   The transfer and vesting as aforesaid shall be subject to the existing charges/
      hypothecation/ mortgages, if any as may be subsisting and agreed to be created over or
      in respect of the said assets or any part thereof, provided however, any references in any
      security documents or arrangements to which the Transferor company are party wherein
      the assets of the Transferor company have been or are offered or agreed to be offered as
      security for any financial assistance or obligations shall be construed as reference only to
      the assets pertaining to the Transferor company and vested in REL by virtue of this
      Scheme to the end and intent that the charges shall not extend or deemed to extend to
      any assets of REL.

      Provided that the Scheme shall not operate to enlarge the security for the said liabilities
      of the Transferor company which shall vest in REL by virtue of the Scheme and REL shall
      not be obliged to create any further, or additional security thereof after the merger has
      become effective or otherwise.

4.3   The liabilities shall also. without any further act, instrument or deed be transferred to and
      vested in and assumed by and/or deemed to be transferred to and assumed by REL
      pursuant to the provisions of Sections 391 to 394 of the Act, so as to become the
      liabilities of REL and further that it shall not be necessary to obtain the consent of any
      third party or other person who is a party to any contract or arrangement by virtue of
      which such liabilities have arisen, in order to give effect to the provisions of this clause.

4.4   REL may at any time after the coming into effect of the Scheme in accordance with the
      provisions of the Scheme, if so required, under any law or otherwise, execute Deeds of
      Confirmation, in favour of the secured creditors of the transferor company or in favour of
      any other party to any contract or arrangement to which the transferor company are party
      or any writings as may be necessary or required to be executed in order to give, formal
      effect to the above provisions. REL shall under the provisions of the Scheme be deemed
      to be authorised to execute any such writings on behalf of the Transferor company and to
      implement or carry out all such formalities or compliance referred to above on the part of
      REL to be carried out or performed.

5     CANCELLATION OF SHARE CAPITAL OF THE TRANSFEROR COMPANY

5.1   The entire issued, subscribed and paid-up share capital of the Transferor company is
      held by the Transferee Company. Upon the Scheme becoming effective no shares of the
      Transferee Company shall be allotted in lieu or exchange of its holdings in the Transferor
      company and the share capital of the Transferor company shall stand cancelled. Upon


                                              108                                                1
      the coming into effect of this Scheme the share certificates, if any and / or the shares in
      electronic form representing the shares held by the Transferee Company in the
      Transferor company shall be deemed to be cancelled without any further act or deed for
      cancellation thereof by the Transferee Company.

6     ACCOUNTING TREATMENT

6.1   On the scheme becoming effective, the transferee Company shall account for the merger
      in its books of accounts as under :

      (a)     The investments in the equity share capital of the Transferor company as
              appearing in the books of accounts of the Transferee Company, shall stand
              cancelled.

      (b)     All the assets and liabilities recorded in the books of the Transferor company
              shall be transferred to and vested in the Transferee Company pursuant to the
              Scheme and shall be recorded by the Transferee Company at their respective
              book values as appearing in the books of the Transferor company.

      (c)     Inter company balance if any, will stand cancelled.

      (d)     The excess of the net assets value of the Transferor company transferred to the
              Transferee Company, after making the adjustment as mentioned in sub-clauses
              (a) and (c) above, would be credited to the General Reserve. In case of there
              being a deficit, the same shall be debited by the Transferee Company to its
              General Reserve.

      (e)       If considered appropriate for the purpose of application of uniform accounting
                methods and policies between the Transferor company and the Transferee
                Company, the Transferee Company may make suitable adjustments and
                reflect the effected thereof in the General Reserve of the Transferee Company.

7.    BUSINESS AND PROPERTY IN TRUST FOR REL

7.1   During the period between the Appointed Date and the Effective Date.

      (a)     RPFPL shall carry on and deemed to have carried on their business and
              activities and shall stand possessed of their entire business and undertakings in
              trust for REL and shall account for the same to REL.

      (b)     All the income or profits accruing of arising to RPFPL and all costs, charges,
              expenses of losses incurred by RPFPL shall for all purpose be treated the
              income, profits, costs charges, expenses and losses as the case may be of REL

      (c)     RPFPL shall carry on their business and activities with reasonable diligence and
              business prudence and shall not alter or diversity their respective businesses nor
              venture into any new businesses nor alienate charge, mortgage encumber or
              otherwise deal with the assets or any part thereof except in the ordinary course
              of business without the prior consent of REL or pursuant to any pre-existing
              obligation undertaken prior to the date of acceptance of the Scheme by the
              respective Boards of directors of RPFPL and REL.

7.2   RPFPL shall not utilize the profits or income for the purpose of declaring or paying any
      dividend or any other purpose in respect of the period falling on and after the Appointed
      Date, without the prior written consent of REL.


                                             109                                               1
7.3    REL shall be entitled pending the sanction of the Scheme to apply to the Central/State
       Government(s) and all other agencies, departments and authorized concerned as are
       necessary under any law for such consents, approvals and sanctions which REL may
       require to carry in the business of RPFPL.

8.     PENDING SUITS, ETC.

       If any suit appeal or other proceeding of whatever nature by or against RPFPL and/or be
       pending, the same shall not abate or be discontinued or be in any way prejudicially
       affected by reasons of the amalgamation by anything contained in this Scheme, but the
       said suit, appeal or other legal proceedings may be continued, prosecuted and enforced
       by or against REL in the same manner and to the same extend as it would or might have
       been continued, prosecuted and enforced by or against RPFPL and/or as if this Scheme
       had not been made.

9.     CONTRACTS, DEEDS AND OTHER INSTRUMENTS

       Subject to the other provisions contains in this Scheme, all contracts, deeds, bonds,
       agreements and other instruments of whatever nature to which RPFPL to which RPFPL
       and/or is a party subsisting or having effect immediately before the Scheme coming into
       effect shall be in full force and effect against or in favor of REL and may be enforced by
       or against REL as fully and effectually as if, instead of RPFPL and/or REL had been a
       party thereto.

10.    SAYING OF CONCLUDED TRANSACTIONS

       The transfer of properties and liabilities under clause 4 above and the continuance of
       proceedings by or against REL under clause 8 above shall not affect any transaction or
       proceedings already concluded by RPFPL on or after the Appointed Date till the Effective
       Date to the end and intent that REL accepts and adopts all acts, deeds and things done
       and executed by RPFPL in respect thereto as done and executed on behalf of itself.

11.    STAFF, WORKMEN & EMPLOYEES

       On the Scheme becoming operative, all staff, workmen and employees of RPFPL in
       service on the Effective date shall be deemed to have become staff, workman and
       employees of REL without any break in their service and on the basis of continuity of
       service, and the terms and conditions of their employment with REL shall not be less
       favourable than those applicable to them with reference to RPFPL respectively on the
       Effective date.

11.2   It is expressly provided that on the scheme becoming effective the Provident Fund,
       Gratuity Fund, Superannuation Fund or any other Special Fund or Trusts created or
       existing for the benefit of the staff, workmen and employees of RPFPL shall become the
       trusts/funds of REL for all purpose whatsoever in relation to the administration or
       operation of such Fund or Funds or n relation to the obligation to make contribution to the
       said Fund or Funds in accordance with the provisions thereof as per the terms provided
       and obligations of RPFPL in relation to such Fund or Funds shall become those of REL.
       It is clarified that the services to the staff, workman and employees of RPFPL will be
       treated as having been continuous for the purpose of the said Fund or Funds.

12.    WINDING UP

       On the Scheme becoming effective RPFPL, shall stand dissolved without being wound
       up.


                                              110                                               1
                        PART B- GENERAL TERMS & CONDITIONS


13.   CONDITIONALITY OF THE SCHEME

      This Scheme is and shall be conditional upon and subject to :

      (a)     The Scheme being sanctioned by the Bombay High Court or any other authority
              under Section 391 to 394 and other applicable provisions of the Act.

      (b)     The certified copies of the Orders of High Court of Judicature at Bombay under
              Section 391 and 394 of the Act sanctioning the Scheme are filed with the
              Registrar of Companies, Maharashtra at Mumbai.

14.   MODIFICATION OR AMENDMENTS TO THE SCHEME

      RPFPL and REL by their respective Board of Directors or any duly authorised committee
      may make or consent to any modifications or amendments to the Scheme or to any
      conditions or limitations that the Court or any other authority may deem fit to direct or
      impose or which may otherwise be considered necessary, desirable or appropriate by
      them and solve all difficulties that may arise for carrying out the Scheme and do all acts,
      deed and things necessary for putting the Scheme into effect.

15.   EFFECT OF NON-RECIEPT OF APPROVAL

      In the event of any of the approvals or conditions enumerated in the Scheme not being
      obtained or complied or for any other reason, this Scheme cannot be implemented then
      the Board of directors of the Transferor company and the Transferee Company shall
      mutually waive such conditions as they consider appropriate to give effect, as far as
      possible, to this Scheme and failing such mutual agreement the Scheme shall become
      null and void and each party shall bear and pay their respective costs, charges and
      expenses in connection with this Scheme.

16.   COSTS, CHARGES AND EXPENSES

      REL shall bear and pay all costs, charges, expenses, taxes including duties levied in
      connection with the Scheme.




                                                       Advocate for the Petitioner / applicant




                                             111                                                 1
      IN THE HIGH COURT OF JUDICATURE AT

                       BOMBAY

     ORDINARY ORIGINAL CIVIL JURISDICTION

       COMPANY PETITION NO. 305 OF 2008

                 CONNECTED WITH

     COMPANY APPLICATION NO. 411 OF 2008
   In the matter of Companies Act, 1956 (1 of 1956)

                         AND

 In the matter of Section 391 to 394 of the Companies
                       Act, 1956.

                         AND

In the mater of Scheme of Amalgamation of Reliance
Project Finance Private Limited with Reliance
Infrastructure Limited and their respective Shareholders
and Creditors

 RELIANCE PROJECT FINANCE PRIVATE LIMITED

                                    Petitioner Company




        Authenticated copy of Minutes of Order
      dated June 20, 2008 along with the Scheme
                   of Amalgamation




              M/S RAJESH SHAH & CO.
              Advocates for the petitioner
                 16, Oriental Building
              30, Nagindas Master Road
                    Flora Fountain
                   Mumbai 400 001




     112                                                1
               HIGH COURT, BOMBAY

IN THE HIGH COURT OF JUDICATURE AT BOMBAY
    ORDINARY ORIGINAL CIVIL JURISDICTION
      COMPANY PETITION NO. 513 OF 2009
              CONNECTED WITH
    COMPANY APPLICATION NO. 598 OF 2009

      RELIANCE INFRASTRUCTURE LIMITED
     ................. Petitioner / Demerged Company

     COMPANY PETITION NO. 514 OF 2009
            CONNECTED WITH
    COMPANY APPLICATION NO. 599 OF 2009

   RELIANCE ENERGY GENERATION LIMITED
   ............... Petitioner / Resulting Company No. 1

      COMPANY PETITION NO 515 OF 2009
            CONNECTED WITH
    COMPANY APPLICATION NO. 600 OF 2009

RELIANCE GOA AND SAMALKOT POWER LIMITED
  ................ Petitioner / Resulting Company No. 2

     COMPANY PETITION NO. 516 OF 2009
            CONNECTED WITH
    COMPANY APPLICATION NO 601 OF 2009

   RELIANCE POWER TRANSMISSION LIMITED
   ...............Petitioner / Resulting Company No. 3

     COMPANY PETITION NO. 517 OF 2009
            CONNECTED WITH
    COMPANY APPLICATION NO. 602 OF 2009

                RELIANCE ENERGY LIMITED
   ................Petitioner / Resulting Company No. 4

     COMPANY PETITION NO. 518 OF 2009
            CONNECTED WITH
    COMPANY APPLICATION NO. 603 OF 2009

        RELIANCE INFRA VENTURES LIMITED
 .....................Petitioner / Resulting Company No. 5

     COMPANY PETITION NO. 519 OF 2009
            CONNECTED WITH
    COMPANY APPLICATION NO. 604 OF 2009

 RELIANCE PROPERTY DEVELOPERS LIMITED
 .....................Petitioner / Resulting Company No. 6

      In the matter of Scheme of Arrangement
      between Reliance Infrastructure Limited
       (”The Demerged Company” of “RInfra”)

                           and

                           113                               1
                               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

Mr Iqbal Chagla, Sr Counsel with Mr Janak Dwarkadas, Sr Counsel, Mr J C Pereira, Mr Ankit
Lohia and Mr Rajesh Shah i/b M/s Rajesh Shah & Co., Advocates for the Petitioners.

Mr Aspi Chinoy, Sr Counsel i/b M/s Trilegal, Advocates and Mr Soli Cooper, Sr Counsel i/b M/s
Sanjay Udeshi & Co, Advocates for the Interveners.

Mr. C. J. Joy with Mr. Y. R. Mishra and Mr. P. Khosla i/b Mr. S. K. Mohapatra for Regional
Director in all the Petitions

                                                         CORAM : S. J. Kathawalla, J.
                                                         DATE : 24th July, 2009

PC :

1.      Heard learned counsel for the parties

2.      The section of the Court is sought under Section 391 to 394 of the Companies Act, 1956,
        to the Scheme of Arrangement between Reliance Infrastructure Limited, the 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 Infraventure Limited, the Resulting Company
        No. 5 and Reliance Property Developers Limited, the Resulting Company No. 6 and their
        respective shareholders and creditors for the transfer and vesting of DTPS Division, Goa

                                                114                                             1
      and Samalkot Power Stations Divisions, Power Transmission Division, Power Distribution
      Division, Toll Roads Division and Real Estate Division of Reliance Infrastructure Limited
      into Reliance Energy Generation Limited, Reliance Goa and Samalkot Power Limited,
      Reliance Power Transmission Limited, Reliance Energy Limited, Reliance Infraventures
      Limited and Reliance Property Developers Limited respectively.

3.    Counsel appearing on behalf of the Petitioners has stated that they have complied with
      all requirements as per directions of this Court and they have filed necessary affidavits of
      ompliance in the Court. Moreover, Petitioner Companies also undertake to comply with
      all statutory requirements, if any, as required under the Companies Act, 1956 and the
      Rules made there under.

4.    The Regional Director has filed Affidavit stating that the scheme is not prejudicial to the
      interest of shareholder’s and public.

5.    It is clarified that until and unless there is written consents obtained from the Note
      Purchasers, whose names are listed in para 2 of the affidavit of S. Sankaran dated 23rd
      July, 2009 the scheme shall not become effective and this requirement shall not be
      subject to the provisions of the clause 4.3.3 of the Scheme.

6.    The Demerged Company shall furnish a corporate guarantee to M/s Cipla Limited
      guaranteeing to pay any amount which may be finally found due and payable pursuant to
      the Arbitration proceedings initiated by M/s Cipla Limited against the Demerged
      Company pursuant to the notice invoking Arbitration Proceedings dated 29th November,
      2008 and which liability will be paid, assigned and transferred to Resulting Company
      No.2 under the Scheme. The Demerged Company undertakes to this Hon’ble Court to
      furnish the said guarantee within a period of six weeks from today.

7.    In the Affidavit filed by the Regional Director, he has stated that the Advocates of the
      petitioner company has given an undertaking vide its letter dated 21st July, 2009,
      addressed to Regional Director undertaking that the resulting companies will comply the
      disclosure requirements of all the applicable accounting standards prescribed by the
      Institute of Chartered Accountants of India.

8.    The undertaking as mentioned herein above are hereby accepted.

9.    Upon perusal of the entire material placed on records, the Scheme appears to be fair and
      reasonable and is not violative of any provisions of law and is not contrary to any public
      policy. Moreover, the Regional Director has stated that the Scheme as proposed is not
      prejudicial to the interest of shareholders and public.

10.   The Petitioner Companies to lodge a copy of this order and the Scheme duly
      authenticated by the Company Registrar, High Court (O.S.), Bombay, with the concerned
      Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any,
      on the same within 30 days from the receipt of the order.

11.   There is no objection to the Scheme except as stated hereinabove and since all the
      requisite all the requisite statutory compliance have been fulfilled, Company Petition No.
      513 to 519 of 2009 filed by the Petitioner Companies are made absolute in terms of
      prayer clauses (a) to (c) of the respective Petitions.

12.   The Petitioners in all the Company Petitions to pay cost of Rs. 7,500/- each to the
      Regional Director. Costs to be paid within four weeks from today.

13.   Filing and issuance of the drawn up order is dispensed with.



                                             115                                                1
14.   All concerned authorities to act on a copy of this order along with Scheme duly
      authenticated by the Company Registrar, High Court, Bombay.



                                                                   (S. J. Kathawalla J.)




                                        116                                           1
            IN THE HIGH COURT OF JUDICATURE AT BOMBAY
                ORDINARY ORIGINAL CIVIL JURISDICTION

                   COMPANY PETITION NO.513 OF 2009
                                WITH
                  COMPANY APPLICATION NO.598 OF 2009

                   RELIANCE INFRASTRUCTURE LIMITED.
                  ...................Petitioner/ Demerged Company
                                             WITH
                    COMPANY PETITION NO. 514 OF 2009
                                             WITH
                 COMPANY APPLICATION NO. 599 OF 2009

                RELIANCE ENGERY GENERATION LIMITED.
                  ...................Petitioner/ Resulting Co. No. 1
                                            WITH
                   COMPANY PETITION NO. 515 OF 2009
                                            WITH
                 COMPANY APPLICATION NO. 600 OF 2009

       RELIANCE GOA AND SMALKOT POWER LIMITED                           .
                ...................Petitioner/ Resulting Co. No. 2
                 COMPANY PETITION NO. 516 OF 2009
                                          WITH
              COMPANY APPLICATION NO. 601 OF 2009

               RELIANCE POWER TRANSMISSION LIMITED .
                 ...................Petitioner/ Resulting Co. No. 3
                                           WITH
                  COMPANY PETITION NO. 517 OF 2009
                                           WITH
                COMPANY APPLICATION NO. 602 OF 2009

                           RELIANCE ENERGY LIMITED.
                   ...................Petitioner/ Resulting Co. No. 4

                               WITH
                  COMPANY PETITION NO. 518 OF 2009
                               WITH
                 COMPANY APPLICATION NO. 603 OF 2009

                   RELIANCE INFRAVENTURES LIMITED
                  ...................Petitioner/ Resulting Co. No. 5
                                            WITH
                    COMPANY PETITION NO.519 OF 2009
                                            WITH
                 COMPANY APPLICATION NO. 604 OF 2009

               RELIANCE PROPERTY DEVELOPERS LIMITED
                  ...................Petitioner/ Resulting Co. No. 6
                                                       CORAM : S. J. KATHAWALLA J.
                                                       18TH AUGUST, 2009



P.C.

                                         117                                         1
1.    This application is made on behalf of the petitioner companies for speaking to minutes of
      the order dated 24th July, 2009 passed by this Court in the above matters.

2.    It is submitted on behalf of the petitioner companies that since the scheme cannot be
      made effective unless written consents from the Note purchasers are received and all
      other conditions mentioned in the scheme are fulfilled the words 30 days from the receipt
      of the order appearing in paragraph 10 of the order be substituted by words 30 days from
      the scheme becoming effective.

3.    It is next submitted that page 27 of the scheme has been erroneously repeated twice and
      page 28 is not annexed / left out. It is submitted that the duplicate page 27 be allowed to
      be substituted by page 28. It is submitted that the error has incurred at the time of taking
      photo copies of the scheme of agreement. There are no such errors in the scheme of
      Arrangement annexed to all theabove company application and notice and explanatory
      statement sent to all the shareholders of Reliance Infrastructure Limited.

4.    Hence, I pass the following order :

i)    Upon an undertaking filed in this Court on behalf of the petitioner companies that they
      shall pay the requisite stamp duty within 30 days of the order of adjudication and also
      inform the Company Registrar of the effective date(s), the words 30 days from the receipt
      of the order appearing in paragraph 10 of the order be allowed to be substituted by words
      30 days from the Scheme becoming effective.

ii)   The duplicate page 27 of the Scheme be allowed to be substituted by page 28.



                                                                         (S. J. KATHAWALLA J.)




                                             118                                                1
IN THE HIGH COURT OF JUDICATURE AT
BOMBAY
OOCJ
COMPANY PETITION NO.513 OF 2009
CONNECTED WITH
COMPANY APPLICATION NO.598 OF 2009

In the matter of 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
………………. Petitioner Company
Authenticated copy of the Minutes of Order
dated 24th July 2009 along with Scheme of
Arrangement

      119                                           1
          SCHEME OF ARRANGEMENT

                 BETWEEN

      RELIANCE INFRASTRUCTURE LIMITED

                   AND

    RELIANCE ENERGY GENERATION LIMITED

                   AND

  RELIANCE GOA AND SAMALKOT POWER LIMITED

                   AND

    RELIANCE POWER TRANSMISSION LIMITED

                   AND

          RELIANCE ENERGY LIMITED

                   AND

      RELIANCE INFRAVENTURES LIMITED

                   AND

   RELIANCE PROPERTY DEVELOPERS LIMITED

                   AND

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS




                    120                       1
                                          PREAMBLE

(A)   Purpose of the Scheme

1.    This Scheme of Arrangement is presented under Sections 391 to 394 of the
      Companies Act, 1956 for transfer and vesting of the DTPS Division, Goa and
      Samalkot Power Stations Division, Power Transmission Division, Power Distribution
      Division, Toll Roads Division and Real Estate Division of Reliance Infrastructure
      Limited (“RInfra”) into Reliance Energy Generation Limited (“REGL”), Reliance Goa
      and Samalkot Power Limited (“RGSL”), Reliance Power Transmission Limited (“RPTL”),
      Reliance Energy Limited (“REL”), Reliance Infraventures Limited (“RIVL”) and
      Reliance Property Developers Limited (“RPDL”) respectively, pursuant to the relevant
      provisions of the Companies Act, 1956.

2.    This Scheme also provides for various other matters consequential or otherwise integrally
      connected therewith.

(B)   Rationale for the Scheme

1.    RInfra, REGL, RGSL, RPTL, REL, RIVL and RPDL are part of Reliance – Anil Dhirubhai
      Ambani Group.

2.    RInfra is India’s largest private sector enterprise in power utility. In the power sector, it is
      involved in generation, transmission, distribution and trading of electricity. Further RInfra
      also carries on the business of Engineering, Procurement and Contracting (“EPC”). It has
      also bagged contracts with respect to toll roads across India, construction of a 100 storey
      trade tower in Hyderabad and development of Special Economic Zone in Noida.

3.    REGL, RPTL, REL, RIVL and RPDL are wholly owned subsidiaries of RInfra.

4.    RGSL is a wholly owned subsidiary of REGL.

5.    The transfer and vesting of the DTPS Division, Goa and Samalkot Power Stations
      Division, Power Transmission Division, Power Distribution Division, Toll Roads Division &
      Real Estate Division of RInfra pursuant to this Scheme is with a view to adopting the best
      management practices, establish highest operational standards and also to identify
      separately the economic value of each of the divisions.

6.    Each of the several businesses carried on by RInfra either by itself or through its
      subsidiaries and affiliate companies and through strategic investments in other
      companies have significant potential for growth. The nature of risk and returns
      involved in each of these businesses is distinct from others and consequently each
      business or undertaking is capable of attracting a different set of investors, strategic
      partners, lenders and other stakeholders. There are also differences in the manner in
      which each of these businesses are required to be managed. In order to enable distinct
      focus of investors to invest in some of the key businesses and to lend greater focus to
      the operation of each of its diverse businesses, RInfra has decided to reorganize all
      its businesses into separate silos.

7.    The management of the Group believes that all the business segments have
      tremendous growth and profitability potential and are at a stage where they require
      focused leadership and management attention.

8.    The re-organization exercise would achieve the following synergies for the RInfra Group:




                                               121                                                  1
         o     Simplified and transparent business structure

         o     Attribution of appropriate risk and valuation to different businesses based on their
               respective risk-return profile and cash flows

         o     More focused management

         o     Greater visibility on the performance of individual businesses

         o     Possibility of investments by strategic players in different businesses

9.       The regulator with respect to electricity business in Maharashtra i.e. Maharashtra
         Electricity Regulatory Commission (“MERC”) has also been suggesting segregation of
         various activities related to electricity business being Generation, Transmission &
         Distribution.

(C)      Sections of the Scheme

         The Scheme is divided into the following sections:

         (a)     SECTION 1 deals with the Definitions and Share Capital;

         (b)     SECTION 2A deals with the demerger of DTPS Division of RInfra into
                 REGL;

         (c)     SECTION 2B deals with the demerger of Goa and Samalkot Power Stations
                 Division of RInfra into RGSL;

         (d)     SECTION 2C deals with the demerger of Power Transmission Division of RInfra
                 into RPTL;

         (e)     SECTION 2D deals with the demerger of Power Distribution Division of RInfra into
                 REL;

         (f)     SECTION 2E deals with the demerger of Toll Roads Division of RInfra into RIVL;

         (g)     SECTION 2F deals with the demerger of Real Estate Division of RInfra into
                 RPDL;

         (h)     SECTION 3 deals with the General Clauses, Terms and Conditions; and

         (i)     SECTION 4 deals with Other Terms and Conditions.

                                             SECTION 1

                              DEFINITIONS AND SH ARE CAPITAL

1.1.     DEFINITIONS

         In this Scheme of Arrangement (as defined hereunder), unless inconsistent with the
         subject or context, the following expressions shall have the following meaning:

1.1.1.   “Act” or “the Act” means the Companies Act, 1956, or any statutory modification
         or re-enactment thereof for the time being in force;



                                                 122                                              1
1.1.2.   “Appointed Date” means 31st day of March, 2009 or such other date as may be
         decided by the High Court;

1.1.3.   “Court” or “High Court” means the High Court of Judicature at Bombay and
         shall include the National Company Law Tribunal, if applicable;

1.1.4.   “Demerged Division” and “Demerged Divisions” means the DTPS Division, Goa
         and Samalkot Power Stations Division, Power Transmission Division, Power
         Distribution Division, Toll Roads Division and Real Estate Division individually and
         collectively respectively;

1.1.5. “ DTPS Division ” means the DTPS Division of RInfra including but not limited to Dahanu
        thermal power station along with all related assets, liabilities, employees as follows:

         •       all assets wherever situated, whether movable or immovable, leasehold or
                 freehold, tangible or intangible, including all land, capital work in progress,
                 building, plant and machinery, equipment, trademarks, trade names, brands,
                 investments (specifically related to the DTPS Division) and other IP rights,
                 vehicles, furniture, fixtures, office equipment, computer installations, electrical
                 appliances, accessories, investments made out of surplus funds pertaining to the
                 DTPS Division;

         •       all liabilities present and future and the specific contingent liabilities
                 pertaining to or relatable to the DTPS Division, excluding foreign exchange
                 borrowings, as may be determined by the Board of Directors of RInfra;

         •       Debt Redemption Reserve and reserve for power project but specifically excluding
                 revaluation reserve;

         •       all rights and licenses, all assignments and grants thereof, all permits,
                 registrations, quota rights, rights (including rights under any agreement,
                 contracts, applications, letters of intent, or any other contracts), approvals,
                 regulatory approvals, entitlements, goodwill, cash balances, bank balances,
                 bank accounts, receivables including receivable in accordance with Part 2B,
                 loans and advances, privileges, all other claims, rights and benefits, powers
                 and facilities of every kind, nature and description whatsoever, inventory,
                 rights to use and avail of telephones, telexes, facsimile connections and
                 installations, utilities, electricity, water and other services, provisions, funds,
                 benefits of all agreements, contracts and arrangements and all other interests
                 in connection with or relating to the DTPS Division;

         •       all employees of RInfra substantially engaged in the DTPS Division as
                 determined by the Board of Directors of RInfra;

         •       all deposits and balances with Government, Semi-Government, local and other
                 authorities and bodies, customers and other persons, earnest moneys and/ or
                 security deposits paid or received by RInfra, directly or indirectly in connection
                 with or in relation to the DTPS Division;

         •       all books, records, files, papers, directly or indirectly relating to the DTPS Division;
                 but shall not include any portion of the Remaining Business of RInfra.

         Explanation: Whether any particular asset, liability or reserve should be included as
         asset, liability or reserve of the DTPS Division or otherwise shall be decided mutually by
         the Directors or any committee thereof of RInfra and REGL;

                                                 123                                                   1
1.1.6.   “Effective Date” means the date of resolution by the Board of Directors of RInfra and
         the respective Resulting Company, resolving that a particular section of the Scheme has
         become effective in terms of Clause 4.3 of this Scheme.

1.1.7.   “Free Reserves” means uncommitted reserves, not being capital reserves, available
         without limitation for all purposes including declaration of dividends and bonus shares;

1.1.8.   “Goa and Samalkot Power Stations Division” means the Goa and Samalkot
         Power Stations Division of RInfra including but not limited to power generation assets in
         Goa and Samalkot and along with all related assets, liabilities, employees as follows:

         •       all assets wherever situated, whether movable or immovable, leasehold or
                 freehold, tangible or intangible, including all land, capital work in progress,
                 building, plant and machinery, equipment, trademarks, trade names, brands,
                 investments (specifically related to the Goa and Samalkot Power Stations
                 Division) and other Intellectual Property rights, vehicles, furniture, fixtures, office
                 equipment,     computer      installations, electrical    appliances, accessories,
                 investments made out of surplus funds pertaining to the Goa and Samalkot
                 Power Stations Division;

         •       all liabilities present and future and the specific contingent liabilities
                 pertaining to or relatable to the          Goa and Samalkot Power Stations
                 Division, including debentures, if any, outstanding in the books of RInfra, as may
                 be determined by the Board of Directors of RInfra, however excluding
                 foreign exchange borrowings;

         •       all rights and licenses, all assignments and grants thereof, all permits,
                 registrations, quota rights, rights (including rights under any agreement,
                 contracts, applications, letters of intent, or any other contracts), approvals,
                 regulatory approvals, entitlements, goodwill, cash balances, bank balances,
                 bank accounts, receivables, loans and advances, privileges, all other claims,
                 rights and benefits, powers and facilities of every kind, nature and description
                 whatsoever, inventory, rights to use and avail of telephones, telexes, facsimile
                 connections and installations, utilities, electricity, water and other services,
                 provisions, funds, benefits of all agreements, contracts and arrangements and
                 all other interests in connection with or relating to the Goa and Samalkot
                 Power Stations Division;

         •       all employees of RInfra substantially engaged in the Goa and Samalkot Power
                 Stations Division as determined by the Board of Directors of RInfra;

         •       all deposits and balances with Government, Semi-Government, local and other
                 authorities and bodies, customers and other persons, earnest moneys and/ or
                 security deposits paid or received by RInfra, directly or indirectly in connection
                 with or in relation to the Goa and Samalkot Power Stations Division;

         •       all books, records, files, papers, directly or indirectly relating to the Goa and
                 Samalkot Power Stations Division; but shall not include any portion of the
                 Remaining Business of RInfra.

         Explanation: Whether any particular asset, liability or reserve should be included as
         asset, liability or reserve of the Goa and Samalkot Power Stations Division or
         otherwise shall be decided mutually by the Directors or any committee thereof of RInfra
         and RGSL;




                                                 124                                                  1
1.1.9.   “Power Distribution Division” means the Power Distribution Division of RInfra including
         but not limited to the Mumbai power distribution business and investments in companies
         engaged in electricity distribution in the states of Delhi and Orissa along with all related
         assets, liabilities, employees as follows:

         •       all assets wherever situated, whether movable or immovable, leasehold or
                 freehold, tangible or intangible, including all land, capital work in progress,
                 building, plant and machinery, equipment, trademarks, trade names, brands,
                 investments (specifically related to the Power Distribution Division) and other
                 intellectual property rights, vehicles, furniture, fixtures, office  equipment,
                 computer installations, electrical appliances, accessories, investments made
                 out of surplus funds pertaining to the Power Distribution Division;

         •       all liabilities present and future and the specific contingent liabilities
                 pertaining to or relatable to the Power Distribution Division, as may be
                 determined by the Board of Directors of RInfra however excluding foreign
                 exchange borrowings;

         •       rural electrification scheme reserve, reserve to augment production facilities
                 service line contributions, contingencies reserve pertaining to Power
                 Distribution Division, if any and development reserve account no 1 to 3;

         •       all rights and licenses, all assignments and grants thereof, all permits,
                 registrations, quota rights, rights (including rights under any agreement,
                 contracts, applications, letters of intent, or any other contracts), approvals,
                 regulatory approvals, entitlements, goodwill, cash balances, bank balances,
                 bank accounts, receivables, loans and advances, privileges, all other claims,
                 rights and benefits, powers and facilities of every kind, nature and description
                 whatsoever, inventory, rights to use and avail of telephones, telexes, facsimile
                 connections and installations, utilities, electricity, water and other services,
                 provisions, funds, benefits of all agreements, contracts and arrangements and
                 all other interests in connection with or relating to the Power Distribution
                 Division;

         •       all employees of RInfra substantially engaged in the Power Distribution
                 Division as determined by the Board of Directors of RInfra;

         •       all deposits and balances with Government, Semi-Government, local and other
                 authorities and bodies, customers and other persons, earnest moneys and/ or
                 security deposits paid or received by RInfra, directly or indirectly in connection
                 with or in relation to the Power Distribution Division;

         •       all books, records, files, papers, directly or indirectly relating to the Power
                 Distribution Division; but shall not include any portion of the Remaining
                 Business of RInfra.

         Explanation: Whether any particular asset, liability or reserve should be included as
         asset, liability or reserve of the Power Distribution Division or otherwise shall be
         decided mutually by the Directors or any committee thereof of RInfra and REL;

1.1.10. “Power Transmission Division” means the Power Transmission Division of RInfra
        including but not limited to 220 KV transmission line between Dahanu and Mumbai along
        with all related assets, liabilities, employees as follows:




                                                125                                                1
        •       all assets wherever situated, whether movable or immovable, leasehold or
                freehold, tangible or intangible, including all land, capital work in progress,
                building, plant & machinery, equipment, trademarks, trade names, brands,
                investments (specifically related to the Power Transmission Division) and
                other Intellectual Property rights, vehicles, furniture, fixtures, office equipment,
                computer installations, electrical appliances, accessories, investments made
                out of surplus funds pertaining to the Power Transmission Division;

        •       all liabilities present and future and the specific contingent liabilities
                pertaining to or relatable to the Power Transmission Division, as may be
                determined by the Board of Directors of RInfra however excluding foreign
                exchange borrowings;

        •       contingencies reserve pertaining to Power Transmission Division, if any

        •       all rights and licenses, all assignments and grants thereof, all permits,
                registrations, quota rights, rights (including rights under any agreement,
                contracts, applications, letters of intent, or any other contracts),
        •       approvals, regulatory approvals, entitlements, goodwill, cash balances, bank
                balances, bank accounts, receivables, loans and advances, privileges, all
                other claims, rights and benefits, powers and facilities of every kind, nature
                and description whatsoever, inventory, rights to use and avail of telephones,
                telexes, facsimile connections and installations, utilities, electricity, water and
                other services, provisions, funds, benefits of all agreements, contracts and
                arrangements and all other interests in connection with or relating to the Power
                Transmission Division;

        •       all employees of RInfra substantially engaged in the Power Transmission Division
                as determined by the Board of Directors of RInfra;

        •       all deposits and balances with Government, Semi-Government, local and other
                authorities and bodies, customers and other persons, earnest moneys and/ or
                security deposits paid or received by RInfra, directly or indirectly in connection
                with or in relation to the Power Transmission Division;

        •       all books, records, files, papers, directly or indirectly relating to the Power
                Transmission Division; but shall not include any portion of the Remaining
                Business of RInfra;

        Explanation: Whether any particular asset, liability or reserve should be included as
        asset, liability or reserve of the Power Transmission Division or otherwise shall be
        decided mutually by the Directors or any committee thereof of RInfra and RPTL;

1.1.11. “Real Estate Division” means the Real Estate Division of RInfra including but not limited
        to investments in shares of CBD Tower Private Limited and Noida Global SEZ
        Private Limited along with all related assets, liabilities, employees as follows:

        •       all assets wherever situated, whether movable or immovable, leasehold or
                freehold, tangible or intangible, including all land, capital work in progress,
                building, plant and machinery, equipment, trademarks, trade names, brands,
                investments (specifically related to the Real Estate Division) and other IP
                rights, vehicles, furniture, fixtures, office equipment, computer installations,
                electrical appliances, accessories, investments made out of surplus funds
                pertaining to the Real Estate Division;




                                               126                                                1
       •       all liabilities present and future and the specific contingent liabilities
               pertaining to or relatable to the Real Estate Division, as may be determined
               by the Board of Directors of RInfra however excluding foreign exchange
               borrowings;

       •       all rights and licenses, all assignments and grants thereof, all permits,
               registrations, quota rights, rights (including rights under any agreement,
               contracts, applications, letters of intent, or any other contracts), approvals,
               regulatory approvals, entitlements, goodwill, cash balances, bank balances,
               bank accounts, receivables, loans and advances, privileges, all other claims,
               rights and benefits, powers and facilities of every kind, nature and description
               whatsoever, inventory, rights to use and avail of telephones, telexes, facsimile
               connections and installations, utilities, electricity, water and other services,
               provisions, funds, benefits of all agreements, contracts and arrangements and
               all other interests in connection with or relating to the Real Estate Division;

       •       all employees of RInfra substantially engaged in the Real Estate Division as
               determined by the Board of Directors of RInfra;

       •       all deposits and balances with Government, Semi-Government, local and other
               authorities and bodies, customers and other persons, earnest moneys and/ or
               security deposits paid or received by RInfra, directly or indirectly in connection
               with or in relation to the Real Estate Division;

       •       all books, records, files, papers, directly or indirectly relating to the Real Estate
               Division; but shall not include any portion of the Remaining Business of
               RInfra;.

       Explanation: Whether any particular asset, liability or reserve should be included as
       asset, liability or reserve of the Real Estate Division or otherwise shall be decided mutually
       by the Directors or any committee thereof of RInfra and RPDL;

1.1.12. “Resulting Companies” means REGL, RGSL, RPTL, REL, RIVL and RPDL collectively
        and “Resulting Company” means REGL, RGSL, RPTL, REL, RIVL and RPDL
        individually as the context may so require;

1.1.13. “RInfra” means Reliance Infrastructure Limited (“the Demerged Company”), a company
        incorporated under the Indian Companies Act, 1913, and having its registered office at
        Reliance Energy Centre, Santa Cruz (E), Mumbai 400 055;

1.1.14. “REGL” means Reliance Energy Generation Limited (“Resulting Company No. 1”), a
        company incorporated under the Companies Act, 1956, and having its registered office at
        H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai, 400 710;

1.1.15. “REL” means Reliance Energy Limited (“Resulting Company No.4”), a company
        incorporated under the Companies Act, 1956, and having its registered office at H
        Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai, 400 710;

1.1.16. “Remaining Business of RInfra” means all the undertakings, businesses, activities and
        operations of RInfra other than the Demerged Divisions;

1.1.17. “RPTL” means Reliance Power Transmission Limited (“Resulting Company No. 3”), a
        company incorporated under the Companies Act, 1956, and having its registered office at
        H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai, 400 710;

1.1.18. “RGSL” means Reliance Goa and Samalkot Power Limited “(“Resulting Company
        No. 2”), a company incorporated under the Companies Act, 1956, and having its




                                               127                                                 1
        registered office   at   H   Block,   1st Floor, Dhirubhai   Ambani Knowledge City, Navi
        Mumbai, 400 710

1.1.19. “RIVL” means Reliance Infraventures Limited (“Resulting Company No. 5”), a company
        incorporated under the Companies Act, 1956, and having its registered office at H
        Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai, 400 710;

1.1.20. “RPDL” means Reliance Property Developers Limited (“Resulting Company No. 6”), a
        company incorporated under the Companies Act, 1956, and having its registered office at
        H Block, 1st Floor, Dhirubhai Ambani Knowledge City, Navi Mumbai, 400 710;

1.1.21. “Scheme” or “ the Scheme ” or “this Scheme” means this Scheme of Arrangement in its
         present form as submitted to the Honorable High Court of Judicature at Bombay or this
         Scheme with such modification(s), if any made, as per Clause 4.2 of the Scheme;

1.1.22. “Toll Roads Division” means the Toll Roads Division of RInfra including but not limited
        to investments in shares of DS Toll Road Limited, NK Toll Road Limited, TK Toll Road
        Private Limited, TD Toll Road Private Limited, SU Toll Road Private Limited, GF Toll Road
        Private Limited, Reliance Infrastructure Engineers Private Limited along with all related
        assets, liabilities, employees as follows:

        •       all assets wherever situated, whether movable or immovable, leasehold or
                freehold, tangible or intangible, including all land, capital work in progress,
                building, plant and machinery, equipment, trademarks, trade names, brands,
                investments (specifically related to the Toll Roads Division) and other
                Intellectual Property    rights, vehicles, furniture, fixtures, office equipment,
                computer installations, electrical appliances, accessories, investments made
                out of surplus funds pertaining to the Toll Roads Division;

        •       all liabilities present and future and the specific contingent liabilities
                pertaining to or relatable to the Toll Roads Division, as may be determined
                by the Board of Directors of RInfra however excluding foreign exchange
                borrowings;

        •       all rights and licenses, all assignments and grants thereof, all permits,
                registrations, quota rights, rights (including rights under any agreement,
                contracts, applications, letters of intent, or any other contracts), approvals,
                regulatory approvals, entitlements, goodwill, cash balances, bank balances,
                bank accounts, receivables, loans and advances, privileges, all other claims,
                rights and benefits, powers and facilities of every kind, nature and description
                whatsoever, inventory, rights to use and avail of telephones, telexes, facsimile
                connections and installations, utilities, electricity, water and other services,
                provisions, funds, benefits of all agreements, contracts and arrangements and
                all other interests in connection with or relating to the Toll Roads Division;

        •       all employees of RInfra substantially engaged in the Toll Roads Division as
                determined by the Board of Directors of RInfra;

        •       all deposits and balances with Government, Semi-Government, local and other
                authorities and bodies, customers and other persons, earnest moneys and/ or
                security deposits paid or received by RInfra, directly or indirectly in connection
                with or in relation to the Toll Roads Division;


        •       all books, records, files, papers, directly or indirectly relating to the Toll Roads
                Division; but shall not include any portion of the Remaining Business of
                RInfra;




                                                128                                               1
         Explanation: Whether any particular asset, liability or reserve should be included as
         asset, liability or reserve of the Toll Roads Division or otherwise shall be decided mutually
         by the Directors or any committee thereof of RInfra and RIVL;

         All terms and words not defined in this Scheme shall, unless repugnant or contrary
         to the context or meaning thereof, have the same meaning ascribed to them under the
         Act, the Securities Contract Regulation Act, 1956, the Depositories Act, 1996 and
         other applicable laws, rules, regulations, bye-laws, as the case may be or any statutory
         modification or re-enactment thereof from time to time.

1.2.     SHARE CAPITAL

1.2.1.   The authorized, issued, subscribed and paid-up share capital of RInfra as on March 31,
         2009 is as under:

                                                                                        Rupees in
                                                                                             crore
          Authorised Capital
          35,00,00,000 Equity Shares of Rs 10 each                                          350.00


          80,00,000 Equity Shares of Rs. 10 each with differential rights                     8.00


          1,55,00,00,000 Cumulative Redeemable Preference Shares of                       1,550.00
          Rs 10 each


          4,20,00,000 unclassified shares of Rs. 10 each                                     42.00
          Total                                                                           1,950.00
          Issued Capital
          22,88,25,832 Equity Shares of Rs 10 each                                          228.82


          Less: 4,00,000 Equity Shares bought back pending cancellation                       0.04
          Total                                                                             228.78
          Subscribed Capital and Paid Up
          22,64,23,767 Equity Shares of Rs 10 each                                          226.42


          Add: Forfeited Shares – Amounts Originally paid up                                  0.04


          Less: 4,00,000 equity shares bought back pending cancellation                       0.04
          Total                                                                             226.42

         The shares of RInfra are listed on the Bombay Stock Exchange Limited and The National
         Stock Exchange of India Limited.




                                                 129                                                 1
1.2.2.   The authorized, issued, subscribed and paid-up share capital of REGL as on March 31,
         2009 is as under:

          Share Capital                                                          Rupees in
                                                                                     crore
          Authorised Share Capital

          50,000 Equity Shares of Rs.10 each
                                                                                       0.05
          Total                                                                        0.05
          Issued, subscribed and paid-up Share Capital
          50,000 Equity Shares of Rs.10 each                                           0.05
          Total                                                                        0.05

         Subsequent to the above date, there has been no change in the capital structure of
         REGL. The entire share capital of REGL is held by RInfra along with nominee
         shareholders.

1.2.3.   The authorized, issued, subscribed and paid-up share capital of RGSPL as on March 31,
         2009 is as under:

          Share Capital                                                          Rupees in
                                                                                      crore
          Authorised Share Capital
          50,000 Equity Shares of Rs.10 each
                                                                                       0.05
          Total                                                                        0.05
          Issued, subscribed and paid-up Share Capital
          50,000 Equity Shares of Rs.10 each                                           0.05
          Total                                                                        0.05

         Subsequent to the above date, there has been no change in the capital structure of
         RGSL. The entire share capital of RGSPL is held by REGL along with nominee
         shareholders.

1.2.4.   The authorized, issued, subscribed and paid-up share capital of RPTL as on March 31,
         2009 is as under:

          Share Capital                                                          Rupees in
                                                                                      crore
          Authorised Share Capital                                                2000.00
          200,00,00,000 Equity Shares of Rs.10 each

          Total                                                                    2000.00
          Issued, subscribed and paid-up Share Capital
          50,000 Equity Shares of Rs.10 each                                           0.05
          Total                                                                        0.05




                                               130                                            1
         Subsequent to the above date, there has been no change in the capital structure of
         RPTL. The entire share capital of RPTL is held by RInfra along with nominee
         shareholders.

1.2.5.   The authorized, issued, subscribed and paid-up share capital of REL as on March 31,
         2009 is as under:

          Share Capital                                                            Rupees in
                                                                                        crore
          Authorised Share Capital


          5,00,000 Equity Shares of Rs.10 each                                            0.5
          Total                                                                           0.5
          Issued, subscribed and paid-up Share Capital
          5,00,000 Equity Shares of Rs.10 each                                            0.5
          Total                                                                           0.5


         Subsequent to the above date, there has been no change in the capital structure of
         REL. The entire share capital of REL is held by RInfra along with nominee shareholders.

1.2.6.   The authorized, issued, subscribed and paid-up share capital of RIVL as on March 31,
         2009 is as under:

          Share Capital                                                            Rupees in
                                                                                        crore
          Authorised Share Capital


          90,00,00,000 Equity Shares of Rs.10 each                                    900.00
          100,00,00,000 Preference Shares of Re.1 each                                100.00
          Total                                                                      1000.00
          Issued, subscribed and paid-up Share Capital
          50,21,10,000 Equity Shares of Rs.10 each                                    502.11
          Total                                                                       502.11

         Subsequent to the above date, there has been no change in the capital structure
         of RIVL. The entire share capital of RIVL is held by RInfra along with nominee
         shareholders.

1.2.7.   The authorized, issued, subscribed and paid-up share capital of RPDL as on March 31,
         2009 is as under:

          Share Capital                                                            Rupees in
                                                                                        crore
          Authorised Share Capital


          50,000 Equity Shares of Re.10 each                                             0.05
          Total                                                                          0.05

                                               131                                              1
          Issued, subscribed and paid-up Share Capital
          50,000 Equity Shares of Rs.10 each                                                   0.05
          Total                                                                                0.05

         Subsequent to the above date, there has been no change in the capital structure of
         RPDL. The entire share capital of RPDL is held by RInfra along with nominee
         shareholders.

1.3.     DATE OF TAKING EFFECT AND OPERATIVE DATE

         Each section of the Scheme, set out herein in its present form or with any
         modifications(s) in accordance with Clause 4.2 of the Scheme shall be effective from the
         Appointed Date but operative from the respective Effective Date(s) for each section.

                                            SECTION 2A

                     DEMERGER OF DTPS DIVISION OF RINFRA INTO REGL

2.1.     TRANSFER AND VESTING OF DTPS DIVISION OF RINFRA INTO REGL

2.1.1.   The DTPS Division of RInfra shall stand transferred to and vested in or deemed to
         be transferred to and vested in REGL, as a going concern and in the following manner:

         (a)      With effect from the Appointed Date, the whole of the undertaking and
                  properties of the DTPS Division, shall pursuant to the provisions contained in
                  Sections 391 to 394 and all other applicable provisions, if any, of the Act and
                  without any further act, deed, matter or thing, stand transferred to and vested in
                  and / or be deemed to be transferred to and vested in REGL so as to vest in
                  REGL all rights, title and interest pertaining to the DTPS Division.

         (b)      With effect from the Appointed Date, all reserves, debts, liabilities including in
                  particular liability in respect of 8,500 Debentures of Rs. 10,00,000 each
                  aggregating to Rs. 850 crore and accrued interest thereon, contingent
                  liabilities, duties and obligations of every kind, nature and description of
                  RInfra pertaining to DTPS Division under the provisions of Sections 391 to 394
                  and all other applicable provisions, if any, of the Act, and without any further act
                  or deed, be transferred to or be deemed to be transferred to REGL, so as
                  to become from the Appointed Date the reserves, debts, liabilities, contingent
                  liabilities, duties and obligations of REGL and it shall not be necessary to obtain
                  the consent of any third party or other person who is a party to any contract
                  or arrangement by virtue of which such reserves, debts, liabilities, contingent
                  liabilities, duties and obligations have arisen in order to give effect to the
                  provisions of this sub-clause.

         (c)      With effect from the Appointed Date and upon the Scheme becoming
                  effective, any statutory licenses, permissions or approvals or consents held by
                  RInfra required to carry on operations of DTPS Division shall stand vested in or
                  transferred to REGL without any further act or deed, and shall be appropriately
                  mutated by the statutory authorities concerned therewith in favour of REGL and
                  the benefit of all statutory and regulatory permissions, environmental
                  approvals and consents, registration or other licenses, and consents shall vest
                  in and become available to REGL as if they were originally obtained by REGL. In
                  so far as the various incentives, subsidies, rehabilitation schemes, special
                  status and other benefits or privileges enjoyed, granted by any Government
                  body, local authority or by any other person, or availed of by RInfra relating to the
                  DTPS Division, are concerned, the same shall vest with and be available to
                  REGL on the same terms and conditions as applicable to RInfra, as if the




                                                 132                                                  1
                 same had been allotted and/or granted and/or sanctioned and/or allowed to
                 REGL.

         (d)     REGL shall issue its debentures in lieu of the debentures in RInfra on the same
                 terms as that of the existing debentures in RInfra subject however that the
                 period of redemption of the debentures issued by REGL shall not extend beyond
                 the date on which the existing debentures of RInfra are redeemable.

2.2.     CONSIDERATION

2.2.1.   REGL is a wholly owned subsidiary of RInfra. The Scheme is intended to transfer the
         business of DTPS Division to a separate special purpose vehicle to meet the diverse
         needs of business and does not involve any movement of assets or liabilities to
         any company outside the group controlled by RInfra. Hence, REGL shall not be
         required to issue any shares or pay any consideration to either RInfra or to its
         shareholders.

2.3.     ACCOUNTING TREATMENT IN THE BOOKS OF REGL

2.3.1.   Upon the Scheme becoming effective, REGL shall record the assets, liabilities and
         reserves pertaining to the DTPS Division at their respective fair values.

2.3.2.   REGL shall record the surplus arising on account of Clause 2.3.1 above as general
         reserve account no 2, which shall constitute Free Reserves available to REGL for
         all purposes as it may consider proper including in particular for off-setting any
         Additional Depreciation that may be charged by REGL on revaluation component of the
         cost of any asset or for declaration of dividends. Such general reserve no 2 shall be a
         reserve which arises pursuant to this Scheme and shall not be and shall not for any
         purpose be considered to be a reserve created by REGL.

         Explanation: Additional Depreciation includes in particular depreciation provided,
         charged or suffered by REGL on the respective assets transferred by RInfra under
         the Scheme in excess of that which would be chargeable on the book value of these
         assets as if there had been no revaluation of these assets in RInfra.

2.4.     ACCOUNTING TREATMENT IN THE BOOKS OF RINFRA

2.4.1.   Upon the Scheme becoming effective RInfra shall value its investments in REGL at their
         fair value after taking into consideration the fair value of the assets and liabilities
         transferred to REGL.

2.4.2.   RInfra shall recognize the difference between the book value of the investments
         and the fair value of the investments, arising on account of Clause 2.4.1 above, as
         Reserve for Business Restructuring, to be referred to as such or by any other name and
         such Reserve shall be available to meet the increased depreciation, costs, expenses,
         and losses, including on account of impairment of or write-down of assets which may be
         suffered by RInfra, pursuant to this Scheme or otherwise in course of its business or in
         carrying out such restructuring of operations of RInfra or any of its subsidiaries, as
         RInfra consider necessary or appropriate. Such Reserve shall be arising out of this
         Scheme and shall not be considered as a reserve created by RInfra.

2.4.3.   RInfra shall reduce from its books, the book value of assets, liabilities and reserves
         transferred as part of the DTPS Division to REGL, pursuant to the Scheme.

2.4.4.   The difference in the book value of assets over the book value of liabilities and reserves
         transferred pursuant to the Scheme shall be debited / credited to the Reserve for Business
         Restructuring account, as the case may be.




                                               133                                               1
                                            SECTION 2B

               DEMERGER OF GOA and SAMALKOT POWER STATIONS DIVISION OF

                                       RINFRA INTO RGSPL

2.5.     TRANSFER AND VESTING OF                  GOA    and    SAMALKOT       POWER STATIONS
         DIVISION OF RINFRA INTO RGSL

2.5.1.   The Goa and Samalkot Power Stations Division of RInfra shall stand transferred to
         and vested in or deemed to be transferred to and vested in RGSPL, as a going concern
         and in the following manner:

         (a)      With effect from the Appointed Date, the whole of the undertaking and properties
                  of the Goa and Samalkot Power Stations Division, shall pursuant to the
                  provisions contained in Sections 391 to 394 and all other applicable
                  provisions, if any, of the Act and without any further act, deed, matter or thing,
                  stand transferred to and vested in and / or be deemed to be transferred to
                  and vested in RGSPL so as to vest in RGSPL all rights, title and interest
                  pertaining to the Goa and Samalkot Power Stations Division.

         (b)      With effect from the Appointed Date, all reserves, debts, liabilities including,
                  in particular, liability in respect of 62,500 Debentures of Rs. 1,00,000 each
                  aggregating to Rs. 625 crore and accrued interest thereon, contingent
                  liabilities, duties and obligations of every kind, nature and description of RInfra
                  pertaining to Goa and Samalkot Power Stations Division, shall also, under the
                  provisions of Sections 391 to 394 and all other applicable provisions, if any, of
                  the Act, and without any further act or deed, be transferred to or be deemed to be
                  transferred to RGSPL, so as to become from the Appointed Date the reserves,
                  debts, liabilities, contingent liabilities, duties and obligations of RGSPL and it
                  shall not be necessary to obtain the consent of any third party or other person who
                  is a party to any contract or arrangement by virtue of which such reserves, debts,
                  liabilities, contingent liabilities, duties and obligations have arisen in order to
                  give effect to the provisions of this sub-clause.

         (c)      With effect from the Appointed Date and upon the Scheme becoming effective,
                  any statutory licenses, permissions or approvals or consents held by RInfra
                  required to carry on operations of Goa and Samalkot Power Stations
                  Division shall stand vested in or transferred to RGSPL without any further act
                  or deed, and shall be appropriately mutated by the statutory authorities
                  concerned therewith in favour of RGSPL and the benefit of all statutory and
                  regulatory permissions, environmental approvals and consents, registration or
                  other licenses, and consents shall vest in and become available to RGSPL
                  as if they were originally obtained by RGSPL. In so far as the various
                  incentives, subsidies, rehabilitation schemes, special status and other benefits
                  or privileges enjoyed, granted by any Government body, local authority or
                  by any other person, or availed of by RInfra relating to the Goa and Samalkot
                  Power Stations Division, are concerned, the same shall vest with and be
                  available to RGSPL on the same terms and conditions as applicable to RInfra,
                  as if the same had been allotted and/or granted and/or sanctioned and/or
                  allowed to RGSPL.

         (d)      RGSL shall issue its debentures in lieu of the debentures in RInfra on the same
                  terms as that of the existing debentures in RInfra subject however that the
                  period of redemption of the debentures issued by RGSPL shall not extend
                  beyond the date on which the existing debentures of RInfra are redeemable.




                                                 134                                               1
2.6.     CONSIDERATION

2.6.1.   The consideration for the transfer and vesting of the Goa and Samalkot Power
         Stations Division shall be Rs. 275 crore (Rupees Two hundred and seventy five crore
         only).

2.7.     ACCOUNTING TREATMENT IN THE BOOKS OF RGSL

2.7.1.   RGSPL shall record the liabilities including, in particular, liability in respect of 62,500
         Debentures of Rs. 1,00,000 each aggregating to Rs. 625 crore of the Goa and
         Samalkot Power Stations Division at their book values as appearing in the books of
         RInfra as on the Appointed Date.

2.7.2.   The aggregate of the consideration and the liabilities taken over as above being the
         value of the assets of the Goa and Samalkot Power Stations Division will be
         apportioned amongst the assets of the Goa and Samalkot Power Stations Division
         based on the fair value of the assets.

2.8.     ACCOUNTING TREATMENT IN THE BOOKS OF RINFRA

2.8.1.   Upon the Scheme becoming effective, RInfra shall transfer the assets and liabilities
         pertaining to Goa and Samalkot Power Stations Division at their respective book
         values to the Goa and Samalkot Power Stations Division Disposal Account.

2.8.2.   The consideration shall be recognised as a receivable in the books of RInfra [and shall
         be transferred to REGL as an asset of the DTPS Division referred to in Section 2A
         and the corresponding credit shall be given to the Goa and Samalkot Power Stations
         Division Disposal A/c ( Section 2A) ].

2.8.3.   The balance in the Goa and Samalkot Power Stations Division Disposal A/c shall be
         transferred to the Profit & Loss Account of RInfra as profit / loss on disposal of Goa and
         Samalkot Power Stations Division.

2.8.4.   The balance in Debenture Redemption Reserve Account pertaining to Debentures the
         liability for which is transferred to RGSPL shall be transferred to general reserve account
         of RInfra.

                                           SECTION 2C

          DEMERGER OF POWER TRANSMISSION DIVISION OF RINFRA INTO RPTL

2.9.     TRANSFER AND VESTING OF POWER TRANSMISSION DIVISION OF RINFRA
         INTO RPTL

2.9.1.   The Power Transmission Division of RInfra shall stand transferred to and vested in or
         deemed to be transferred to and vested in RPTL, as a going concern and in the following
         manner:

         (a)     With effect from the Appointed Date, the whole of the undertaking and
                 properties of the Power Transmission Division, shall pursuant to the
                 provisions contained in Sections 391 to 394 and all other applicable
                 provisions, if any, of the Act and without any further act, deed, matter or thing,
                 stand transferred to and vested in and / or be deemed to be transferred to
                 and vested in RPTL so as to vest in RPTL all rights, title and interest pertaining
                 to the Power Transmission Division.




                                                135                                               1
        (b)     With effect from the Appointed Date, all reserves, debts, liabilities,
                contingent liabilities, duties and obligations of every kind, nature and
                description of RInfra pertaining to Power Transmission Division shall also, under
                the provisions of Sections 391 to 394 and all other applicable provisions, if
                any, of the Act, and without any further act or deed, be transferred to or be
                deemed to be transferred to RPTL, so as to become from the Appointed Date
                the reserves, debts, liabilities, contingent liabilities, duties and obligations of
                RPTL and it shall not be necessary to obtain the consent of any third party or
                other person who is a party to any contract or arrangement by virtue of which
                such reserves, debts, liabilities, contingent liabilities, duties and obligations have
                arisen in order to give effect to the provisions of this sub-clause.

        (c)     With effect from the Appointed Date and upon the Scheme becoming
                effective, any statutory licenses, permissions or approvals or consents held
                by RInfra required to carry on operations of Power Transmission Division
                shall stand vested in or transferred to RPTL without any further act or deed,
                and shall be appropriately mutated by the statutory authorities concerned
                therewith in favour of RPTL and the benefit of all statutory and regulatory
                permissions, environmental approvals and consents, registration or other
                licenses, and consents shall vest in and become available to RPTL as if they
                were originally obtained by RPTL. In so far as the various incentives, subsidies,
                rehabilitation schemes, special status and other benefits or privileges enjoyed,
                granted by any Government body, local authority or by any other person, or
                availed of by RInfra relating to the Power Transmission Division, are
                concerned, the same shall vest with and be available to RPTL on the same
                terms and conditions as applicable to RInfra, as if the same had been allotted
                and/or granted and/or sanctioned and/or allowed to RPTL.

2.10.   CONSIDERATION

2.10.1. RPTL is a wholly owned subsidiary of RInfra. The Scheme is intended to transfer the
        business of Power Transmission Division to a separate special purpose vehicle to
        meet the diverse needs of business and does not involve any movement of assets or
        liabilities to any company outside the group controlled by RInfra. Hence, RPTL shall
        not be required to issue any shares or pay any consideration to either RInfra or to
        its shareholders

2.11.   ACCOUNTING TREATMENT IN THE BOOKS OF RPTL

2.11.1. Upon the Scheme becoming effective, RPTL shall record the assets, liabilities and
        reserves pertaining to the Power Transmission Division at their respective fair values.

2.11.2. RPTL shall record the surplus arising on account of Clause 2.11.1 above as general
        reserve account no 2, which shall constitute Free Reserves available to RPTL for
        all purposes as it may consider proper including in particular for off-setting any
        Additional Depreciation that may be charged by RPTL on revaluation component of the
        cost of any asset or for declaration of dividends. Such general reserve no 2 shall be a
        reserve which arises pursuant to this Scheme and shall not be and shall not for any
        purpose be considered to be a reserve created by RPTL.

        Explanation: Additional Depreciation includes in particular depreciation provided,
        charged or suffered by RPTL on the respective assets transferred by RInfra under the
        Scheme in excess of that which would be chargeable on the book value of these
        assets as if there had been no revaluation of these assets in RInfra.


2.12.   ACCOUNTING TREATMENT IN THE BOOKS OF RINFRA

2.12.1. Upon the Scheme becoming effective RInfra shall value its investments in RPTL at their

                                                136                                                 1
        fair value after taking into consideration the fair value of the assets and liabilities
        transferred to RPTL.

2.12.2. RInfra shall recognize the difference between the book value of the investments
        and the fair value of the investments, arising on account of Clause 2.12.1 above, as
        Reserve for Business Restructuring, to be referred to as such or by any other name
        and such Reserve shall be available to meet the increased depreciation, costs,
        expenses, and losses, including on account of impairment of or write-down of assets
        which may be suffered by RInfra, pursuant to this Scheme or otherwise in course of its
        business or in carrying out such restructuring of operations of RInfra or any of its
        subsidiaries, as RInfra consider necessary or appropriate. Such Reserve shall be
        arising out of this Scheme and shall not be considered as a reserve created by RInfra.

2.12.3. RInfra shall reduce from its books, the book value of assets, liabilities and reserves
        transferred as part of the Power Transmission Division to RPTL, pursuant to the Scheme.

2.12.4. The difference in the book value of assets over the book value of liabilities and reserves
        transferred pursuant to the Scheme shall be debited / credited to the Reserve for Business
        Restructuring account, as the case may be.
                                          SECTION 2D

          DEMERGER OF POWER DISTRIBUTION DIVISION OF RINFRA INTO REL

2.13.   TRANSFER AND VESTING OF POWER DISTRIBUTION DIVISION OF RINFRA
        INTO REL

2.13.1. The Power Distribution Division of RInfra shall stand transferred to and vested in or
        deemed to be transferred to and vested in REL, as a going concern and in the following
        manner:

        (a)     With effect from the Appointed Date, the whole of the undertaking and
                properties of the Power Distribution Division, shall pursuant to the provisions
                contained in Sections 391 to 394 and all other applicable provisions, if any,
                of the Act and without any further act, deed, matter or thing, stand transferred to
                and vested in and / or be deemed to be transferred to and vested in REL so
                as to vest in REL all rights, title and interest pertaining to the Power Distribution
                Division.

        (b)     With effect from the Appointed Date, all reserves, debts, liabilities, contingent
                liabilities, duties and obligations of every kind, nature and description of
                RInfra pertaining to Power Distribution Division shall also, under the provisions
                of Sections 391 to 394 and all other applicable provisions, if any, of the
                Act, and without any further act or deed, be transferred to or be deemed to
                be transferred to REL, so as to become from the Appointed Date the
                reserves, debts, liabilities, contingent liabilities, duties and obligations of REL
                and it shall not be necessary to obtain the consent of any third party or other
                person who is a party to any contract or arrangement by virtue of which such
                reserves, debts, liabilities, contingent liabilities, duties and obligations have arisen
                in order to give effect to the provisions of this sub-clause.

        (c)     With effect from the Appointed Date and upon the Scheme becoming
                effective, any statutory licenses, permissions or approvals or consents held
                by RInfra required to carry on operations of Power Distribution Division shall

                stand vested in or transferred to REL without any further act or deed, and shall
                be appropriately mutated by the statutory authorities concerned therewith in
                favour of REL and the benefit of all statutory and regulatory permissions,
                environmental approvals and consents, registration or other licenses, and
                consents shall vest in and become available to REL as if they were originally

                                                 137                                                  1
                obtained by REL. In so far as the various incentives, subsidies, rehabilitation
                schemes, special status and other benefits or privileges enjoyed, granted by
                any Government body, local authority or by any other person, or availed of
                by RInfra relating to the Power Distribution Division, are concerned, the same
                shall vest with and be available to REL on the same terms and conditions as
                applicable to RInfra, as if the same had been allotted and/or granted and/or
                sanctioned and/or allowed to REL.

2.14.   CONSIDERATION

2.14.1. REL is a wholly owned subsidiary of RInfra. The Scheme is intended to transfer
        the business of Power Distribution Division to a separate special purpose vehicle to
        meet the diverse needs of business and does not involve any movement of assets
        or liabilities to any company outside the group controlled by RInfra. Hence, REL shall
        not be required to issue any shares or pay any consideration to either RInfra or to its
        shareholders.

2.15.   ACCOUNTING TREATMENT IN THE BOOKS OF REL

2.15.1. Upon the Scheme becoming effective, REL shall record the assets, liabilities and reserves
        pertaining to the Power Distribution Division at their respective fair values.

2.15.2. REL shall record the surplus arising on account of Clause 2.15.1 above as general
        reserve account no 2, which shall constitute Free Reserves available to REL for all
        purposes as it may consider proper including in particular for off-setting any Additional
        Depreciation that may be charged by REL on revaluation component of the cost of any
        asset or for declaration of dividends. Such general reserve no 2 shall be a reserve
        which arises pursuant to this Scheme and shall not be and shall not for any purpose be
        considered to be a reserve created by REL.

        Explanation: Additional Depreciation includes in particular depreciation provided,
        charged or suffered by REL on the respective assets transferred by RInfra under the
        Scheme in excess of that which would be chargeable on the book value of these
        assets as if there had been no revaluation of these assets in RInfra.

2.16.   ACCOUNTING TREATMENT IN THE BOOKS OF RINFRA

2.16.1. Upon the Scheme becoming effective RInfra shall value its investments in REL at their
        fair value after taking into consideration the fair value of the assets and liabilities
        transferred to REL.

2.16.2. RInfra shall recognize the difference between the book value of the investments
        and the fair value of the investments, arising on account of Clause 2.16.1 above, as
        Reserve for Business Restructuring, to be referred to as such or by any other name
        and such Reserve shall be available to meet the increased depreciation, costs,
        expenses, and losses, including on account of impairment of or write-down of assets
        which may be suffered by RInfra, pursuant to this Scheme or otherwise in course of its
        business or in carrying out such restructuring of operations of RInfra or any of its
        subsidiaries, as RInfra consider necessary or appropriate. Such Reserve shall be
        arising out of this Scheme and shall not be considered as a reserve created by RInfra.

2.16.3. RInfra shall reduce from its books, the book value of assets, liabilities and reserves
        transferred as part of the Power Distribution Division to REL, pursuant to the
        Scheme.

2.16.4. The difference being the excess of book value of assets over the of book value of
        liabilities and reserves transferred pursuant to the Scheme shall:


                                              138                                              1
         (a)     to the extent of the profit before tax for the year ended March 31, 2009 be
                 written off in the profit & loss account; and

         (b)     the balance, if any, shall be adjusted against the Reserve for Business
                 Restructuring account.

2.16.5. RInfra shall withdraw from its general reserve an amount equal to the amount
        referred to in clause 2.16.4 (a) above and credit the same to its profit and loss
        account to off-set the write-off referred to in Clause 2.16.4 (a) above.

                                             SECTION 2E

                 DEMERGER OF TOLL ROADS DIVISION OF RINFRA INTO RIVL

2.17.    TRANSFER AND VESTING OF TOLL ROADS DIVISION OF RINFRA INTO RIVL

2.17.1. The Toll Roads Division of RInfra shall stand transferred to and vested in or deemed to be
        transferred to and vested in RIVL, as a going concern and in the following manner:

(a)      With effect from the Appointed Date, the whole of the undertaking and properties
         of the Toll Roads Division, shall pursuant to the provisions contained in Sections 391
         to 394 and all other applicable provisions, if any, of the Act and without any further
         act, deed, matter or thing, stand transferred to and vested in and / or be deemed to
         be transferred to and vested in RIVL so as to vest in RIVL all rights, title and interest
         pertaining to the Toll Roads Division.

(b)      With effect from the Appointed Date, all reserves, debts, liabilities, contingent liabilities,
         duties and obligations of every kind, nature and description of RInfra pertaining to Toll
         Roads Division shall also, under the provisions of Sections 391 to 394 and all other
         applicable provisions, if any, of the Act, and without any further act or deed, be
         transferred to or be deemed to be transferred to RIVL, so as to become from the
         Appointed Date the reserves, debts, liabilities, contingent liabilities, duties and
         obligations of RIVL and it shall not be necessary to obtain the consent of any third party
         or other person who is a party to any contract or arrangement by virtue of which
         such reserves, debts, liabilities, contingent liabilities, duties and obligations have arisen in
         order to give effect to the provisions of this sub-clause.

(c)      With effect from the Appointed Date and upon the Scheme becoming effective, any
         statutory licenses, permissions or approvals or consents held by RInfra required to carry
         on operations of Toll Roads Division shall stand vested in or transferred to RIVL without
         any further act or deed, and shall be appropriately mutated by the statutory authorities
         concerned therewith in favour of RIVL and the benefit of all statutory and regulatory
         permissions, environmental approvals and consents, registration or other licenses, and
         consents shall vest in and become available to RIVL as if they were originally
         obtained by RIVL. In so far as the various incentives, subsidies, rehabilitation schemes,
         special status and other benefits or privileges enjoyed, granted by any Government
         body, local authority or by any other person, or availed of by RInfra relating to the
         Toll Roads Division, are concerned, the same shall vest with and be available to RIVL
         on the same terms and conditions as applicable to RInfra, as if the same had been
         allotted and/or granted and/or sanctioned and/or allowed to RIVL.

2.18.    CONSIDERATION

      2.18.1. RIVL is a wholly owned subsidiary of RInfra. The Scheme is intended to transfer the
              business of Toll Roads Division to a separate special purpose vehicle to meet the
              diverse needs of business and does not involve any movement of assets or
              liabilities to any company outside the group controlled by RInfra. Hence, RIVL

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        shall not be required to issue any shares or pay any consideration to either RInfra or to its
        shareholders.

2.19.   ACCOUNTING TREATMENT IN THE BOOKS OF RIVL

2.19.1. Upon the Scheme becoming effective, RIVL shall record the assets, liabilities and
        reserves pertaining to the Toll Roads Division at their respective fair values.

2.19.2. RIVL shall record the surplus arising on account of Clause 2.19.1 above as general
        reserve account no 2, which shall constitute Free Reserves available to RIVL for all
        purposes as it may consider proper including in particular for off-setting any Additional
        Depreciation that may be charged by RIVL on revaluation component of the cost of any
        asset or for declaration of dividends. Such general reserve no 2 shall be a reserve
        which arises pursuant to this Scheme and shall not be and shall not for any purpose be
        considered to be a reserve created by RIVL.

        Explanation: Additional Depreciation includes in particular depreciation provided,
        charged or suffered by RIVL on the respective assets transferred by RInfra under the
        Scheme in excess of that which would be chargeable on the book value of these
        assets as if there had been no revaluation of these assets in RInfra.

2.20.   ACCOUNTING TREATMENT IN THE BOOKS OF RINFRA

2.20.1. Upon the Scheme becoming effective RInfra shall value its investments in RIVL at their
        fair value after taking into consideration the fair value of the assets and liabilities
        transferred to RIVL.

2.20.2. RInfra shall recognize the difference between the book value of the investments
        and the fair value of the investments, arising on account of Clause 2.20.1 above, as
        Reserve for Business Restructuring, to be referred to as such or by any other name
        and such Reserve shall be available to meet the increased depreciation, costs,
        expenses, and losses, including on account of impairment of or write-down of assets
        which may be suffered by RInfra, pursuant to this Scheme or otherwise in course of its
        business or in carrying out such restructuring of operations of RInfra or any of its
        subsidiaries, as RInfra consider necessary or appropriate. Such Reserve shall be
        arising out of this Scheme and shall not be considered as a reserve created by RInfra.

2.20.3. RInfra shall reduce from its books, the book value of assets, liabilities and reserves
        transferred as part of the Toll Roads Division to RIVL, pursuant to the Scheme.

2.20.4. The difference in the book value of assets over the book value of liabilities and reserves
        transferred pursuant to the Scheme shall be debited / credited to the Reserve for Business
        Restructuring account, as the case may be.

                                           SECTION 2F

              DEMERGER OF REAL ESTATE DIVISION OF RINFRA INTO RPDL

2.21.   TRANSFER AND VESTING OF REAL ESTATE DIVISION OF RINFRA INTO RPDL

2.21.1. The Real Estate Division of RInfra shall stand transferred to and vested in or deemed to
        be transferred to and vested in RPDL, as a going concern and in the following manner:

    (a) With effect from the Appointed Date, the whole of the undertaking and properties
        of the Real Estate Division, shall pursuant to the provisions contained in Sections
        391 to 394 and all other applicable provisions, if any, of the Act and without any further
        act, deed, matter or thing, stand transferred to and vested in and / or be deemed to
        be transferred to and vested in RPDL so as to vest in RPDL all rights, title and interest

                                                140                                                1
        pertaining to the Real Estate Division.

(b)     With effect from the Appointed Date, all reserves, debts, liabilities, contingent liabilities,
        duties and obligations of every kind, nature and description of RInfra pertaining to
        Real Estate Division shall also, under the provisions of Sections 391 to 394 and all other
        applicable provisions, if any, of the Act, and without any further act or deed, be
        transferred to or be deemed to be transferred to RPDL, so as to become from the
        Appointed Date the reserves, debts, liabilities, contingent liabilities, duties and
        obligations of RPDL and it shall not be necessary to obtain the consent of any third party
        or other person who is a party to any contract or arrangement by virtue of which
        such reserves, debts, liabilities, contingent liabilities, duties and obligations have arisen in
        order to give effect to the provisions of this sub-clause.

(c)     With effect from the Appointed Date and upon the Scheme becoming effective, any
        statutory licenses, permissions or approvals or consents held by RInfra required to carry
        on operations of Real Estate Division shall stand vested in or transferred to RPDL without
        any further act or deed, and shall be appropriately mutated by the statutory authorities
        concerned therewith in favour of RPDL and the benefit of all statutory and regulatory
        permissions, environmental approvals and consents, registration or other licenses, and
        consents shall vest in and become available to RPDL as if they were originally
        obtained by RPDL. In so far as the various incentives, subsidies, rehabilitation schemes,
        special status and other benefits or privileges enjoyed, granted by any Government
        body, local authority or by any other person, or availed of by RInfra relating to the
        Real Estate Division, are concerned, the same shall vest with and be available to RPDL
        on the same terms and conditions as applicable to RInfra, as if the same had been
        allotted and/or granted and/or sanctioned and/or allowed to RPDL.

2.22.   CONSIDERATION

2.22.1. RPDL is a wholly owned subsidiary of RInfra. The Scheme is intended to transfer the
        business of Real Estate Division to a separate special purpose vehicle to meet the diverse
        needs of business and does not involve any movement of assets or liabilities to any
        company outside the group controlled by RInfra. Hence, RPDL shall not be required to
        issue any shares or pay any consideration to either RInfra or to its shareholders.

2.23.   ACCOUNTING TREATMENT IN THE BOOKS OF RPDL

2.23.1. Upon the Scheme becoming effective, RPDL shall record the assets, liabilities and
        reserves pertaining to the Real Estate Division at their respective fair values.

2.23.2. RPDL shall record the surplus arising on account of Clause 2.23.1 above as general
        reserve account no 2, which shall constitute Free Reserves available to RPDL for
        all purposes as it may consider proper including in particular for off-setting any
        Additional Depreciation that may be charged by RPDL on revaluation component of the
        cost of any asset or for declaration of dividends. Such general reserve no 2 shall be a
        reserve which arises pursuant to this Scheme and shall not be and shall not for any
        purpose be considered to be a reserve created by RPDL.

        Explanation: Additional Depreciation includes in particular depreciation provided,
        charged or suffered by RPDL on the respective assets transferred by RInfra under the
        Scheme in excess of that which would be chargeable on the book value of these
        assets as if there had been no revaluation of these assets in RInfra.

2.24.   ACCOUNTING TREATMENT IN THE BOOKS OF RINFRA

2.24.1. Upon the Scheme becoming effective RInfra shall value its investments in RPDL at their
        fair value after taking into consideration the fair value of the assets and liabilities

                                                  141                                                 1
        transferred to RPDL.

2.24.2. RInfra shall recognize the difference between the book value of the investments
        and the fair value of the investments, arising on account of Clause 2.24.1 above, as
        Reserve for Business Restructuring, to be referred to as such or by any other name
        and such Reserve shall be available to meet the increased depreciation, costs,
        expenses, and losses, including on account of impairment of or write-down of assets
        which may be suffered by RInfra, pursuant to this Scheme or otherwise in course of its
        business or in carrying out such restructuring of operations of RInfra or any of its
        subsidiaries, as RInfra consider necessary or appropriate. Such Reserve shall be
        arising out of this Scheme and shall not be considered as a reserve created by RInfra.

2.24.3. RInfra shall reduce from its books, the book value of assets, liabilities and reserves
        transferred as part of the Real Estate Division to RPDL, pursuant to the Scheme.

2.24.4. The difference in the book value of assets over the book value of liabilities and reserves
        transferred pursuant to the Scheme shall be debited / credited to the Reserve for Business
        Restructuring account, as the case may be.

                                           SECTION 3

                       GENERAL CLAUSES, TERMS AND CONDITIONS

3.1     UNDERTAKING

3.1.1   Each of the Wholly Owned Subsidiaries refer to Sec 2A to 2F viz. REGL, RGSPL, RPTL,
        REL, RIVL, and RPDL shall for all purposes including in particular for the purpose of
        Sec 293 (1)(a) of the Companies Act be deemed to be an undertaking of the holding
        Company of such subsidiary and all provisions of the Act shall apply to the share
        holding in such subsidiary as they would apply to an undertaking.

3.2     ACCOUNTING TREATMENT

3.2.1   The balance in Reserve for Business Restructuring account after making
        adjustments as specified in Section 2A to 2F and this clause, shall be carried forward as a
        Free Reserve of RInfra.

3.3     CONDUCT OF BUSINESS UNTIL THE EFFECTIVE DATE

3.3.1   With effect from the date of filing the Scheme in the High Court and up to and including the
        Effective Date except in the ordinary course of business, RInfra shall not without the
        prior written consent of the Board of Directors of respective Resulting Companies or
        pursuant to any pre-existing obligation, sell, transfer or otherwise alienate, charge,
        mortgage or encumber or otherwise deal with or dispose off respective Demerged
        Divisions or any part thereof.

3.4     LEGAL PROCEEDINGS

3.4.1   All legal proceedings of whatsoever nature by or against RInfra pending and/or
        arising before the Effective Date and relating to the Demerged Divisions, shall not
        abate or be discontinued or be in any way prejudicially affected by reason of the
        Scheme or by anything contained in this Scheme but shall be continued and enforced
        by or against the respective Resulting Companies, as the case may be in the same
        manner and to the same extent as would or might have been continued and enforced by
        or against RInfra.



                                               142                                                1
3.4.2   After the Effective Date, if any proceedings are taken against RInfra in respect of
        the matters referred to in the sub-clause 3.4.1 above, it shall defend the same at the
        cost of the respective Resulting Companies, and the respective Resulting Companies
        shall reimburse and indemnify RInfra against all liabilities and obligations incurred by
        RInfra in respect thereof.

3.4.3   The Resulting Companies undertake to have all respective legal or other
        proceedings initiated by or against RInfra referred to in Clauses 3.4.1 or 3.4.2 above
        transferred into their respective name and to have the same continued, prosecuted and
        enforced by or against the respective Resulting Companies as the case may be, to the
        exclusion of RInfra.

3.5 CONTRACTS, DEEDS, ETC.

3.5.1   Notwithstanding anything to the contrary contained in the contract, deed, bond,
        agreement or any other instrument, but subject to the other provisions of this Scheme,
        all contracts, deeds, bonds, agreements and other instruments, if any, of whatsoever
        nature and subsisting or having effect on the Effective Date and relating to the
        Demerged Divisions of RInfra, shall continue in full force and effect against or in
        favour of the respective Resulting Companies and may be enforced effectively by
        or against respective Resulting Companies as fully and effectually as if, instead of
        RInfra, the Resulting Companies had been a party thereto.

3.5.2   The Resulting Companies may, at any time after the coming into effect of this Scheme in
        accordance with the provisions hereof, if so required, under any law or otherwise,
        enter into, or issue or execute deeds, writings, confirmations, novations, declarations,
        or other documents with, or in favour of any party to any contract or arrangement to
        which RInfra is a party or any writings as may be necessary to be executed in order to
        give formal effect to the above provisions. The Resulting companies shall, be
        deemed to be authorised to execute any such writings on behalf of RInfra and to carry
        out or perform all such formalities or compliances required for the purposes referred
        to above on the part of RInfra.

3.6     SAVING OF CONCLUDED TRANSACTIONS

3.6.1   The transfer of properties and liabilities above and the continuance of proceedings
        by or against Resulting Companies above shall not affect any transaction or
        proceedings already concluded in RInfra, in relation to the respective Demerged
        Divisions on or after the Appointed Date till the Effective Date, to the end and
        intent that the Resulting Companies accept and adopt all acts, deeds and things done
        and executed by RInfra, in relation to the respective Demerged Divisions in respect
        thereto as done and executed on their behalf.

3.7     STAFF, WORKMEN & EMPLOYEES

3.7.1   Upon the coming into effect of this Scheme, all employees of RInfra engaged in or in
        relation to the Demerged Divisions of RInfra and who are in such employment as
        on the Effective Date shall become the            employees of the respective Resulting
        Companies and, subject to the provisions of this Scheme, on terms and conditions not
        less favorable than those on which they are engaged by the Demerged Company and
        without any interruption of or break in service as a result of the transfer of the Demerged
        Divisions.

3.7.2   In so far as the existing provident fund, gratuity fund and pension and/or
        superannuation fund, trusts, retirement fund or benefits and any other funds or benefits
        created by RInfra for the employees related to the Demerged Divisions (collectively
        referred to as the “Funds”), the Funds and such of the investments made by the Funds

                                               143                                               1
        which are referable to the employees related to the Demerged Divisions being
        transferred to Resulting Companies, in terms of Clause 3.7.1 above shall be transferred
        to Resulting Companies and shall be held for their benefit pursuant to this Scheme in the
        manner provided hereinafter. The Funds shall, subject to the necessary approvals
        and permissions and at the discretion of Resulting Companies, either be continued
        as separate funds of Resulting Companies for the benefit of the employees related
        to respective Demerged Divisions or be transferred to and merged with other similar funds
        of Resulting Companies. In the event that the Resulting companies do not have their
        own funds in respect of any of the above, the Resulting companies may, subject
        to necessary approvals and permissions, continue to contribute to relevant funds of
        RInfra, until such time that the Resulting companies create their own fund, at which time
        the Funds and the investments and contributions pertaining to the employees related to
        Demerged Divisions shall be transferred to the funds created by the Resulting companies.
        Subject to the relevant law, rules and regulations applicable to the Funds, the Board of
        Directors or any committee thereof of RInfra and the respective Resulting Companies
        may decide to continue to make the said contributions to the Funds of RInfra.


3.8     SECURITY CHARGE AGAINST LOANS

3.8.1   It is provided that unless otherwise determined by the Board of Directors of RInfra and
        the Resulting Companies, the security or charge relating to existing loans,
        borrowings or debentures of RInfra, in relation to the Demerged Divisions shall
        without any further act or deed continue to relate to the existing security, whether forming
        part of the Demerged Divisions or not after the Effective Date irrespective of the fact that
        the asset being offered as security may be part of any of the Resulting Companies or
        RInfra.

3.9     REMAINING BUSINESS OF RINFRA

3.9.1   It is clarified that, the Remaining Business of RInfra shall continue with RInfra as follows:

3.9.1.1 The Remaining Business of RInfra and all the assets including but not limited to shares
        held in companies engaged in metro rail projects in Mumbai and Delhi, liabilities and
        obligations pertaining thereto shall continue to belong to and be managed by RInfra.

3.9.1.2 All legal and other proceedings by or against RInfra under any statute, whether
        pending on the Appointed Date or which may be initiated in future, whether or not in
        respect of any matter arising before the Effective Date and relating to the Remaining
        Business of RInfra (including those relating to any property, right, power, liability,
        obligation or duty, of RInfra in respect of the Remaining Business of RInfra) shall be
        continued and enforced by or against RInfra.

3.9.1.3 With effect from the Appointed Date and including the Effective Date –

        a. RInfra shall be deemed to have been carrying on and to be carrying on all business
           and activities relating to the Remaining Business of RInfra for and on its own behalf;

        b. all profit accruing to RInfra thereon or losses arising or incurred by it relating to
           the Remaining Business of RInfra shall, for all purposes, be treated as the profit, or
           losses, as the case may be, of RInfra.

3.10    TAX CREDITS

3.10.1 The Resulting Companies will be the successors of RInfra vis-à-vis the Demerged
       Divisions. Hence, it will be deemed that the benefit of any tax credits whether
       central, state or local, availed vis-à-vis the Demerged Divisions and the obligations

                                                 144                                                    1
        if any for payment of the tax on any assets forming part of Demerged Divisions or
        their erection and / or installation, etc. shall be deemed to have been availed by the
        respective Resulting Companies or as the case may be deemed to be the
        obligations of the respective Resulting Companies. Consequently, and as the Scheme
        does not contemplate removal of any asset by the Resulting Companies from the
        premises in which it is installed, no reversal of any tax credit needs to be made or
        is required to be made by RInfra.

                                           SECTION 4

                               OTHER TERMS AND CONDITIONS

4.1     APPLICATION TO HIGH COURT

4.1.1   RInfra and the Resulting companies shall as may be required make applications
        and/or petitions under Sections 391 to 394 of the Act and other applicable provisions of
        the Act to the High Court of Judicature at Bombay for sanction of this Scheme and all
        matters ancillary or incidental thereto.

4.2     MODIFICATION OR AMENDMENTS TO THE SCHEME

4.2.1   RInfra and the Resulting companies, by their respective Board of Directors may assent
        to any modifications/amendments to the Scheme or to any conditions or limitations
        that the Court and/or any other authority may deem fit to direct or impose or which
        may otherwise be considered necessary, desirable or appropriate by them (i.e. the
        Board of Directors). RInfra and the Resulting companies by their respective Board of
        Directors be and are hereby authorized to take all such steps as may be necessary,
        desirable or proper to resolve any doubts, difficulties or questions whether by reason
        of any directive or orders of any other authorities or otherwise howsoever arising
        out of or under or by virtue of the Scheme and/or any matter concerned or
        connected therewith.

4.3     CONDITIONALITY OF THE SCHEME

4.3.1   This Scheme is and shall be conditional upon and subject to:

4.3.1.1 The Scheme being approved by the requisite majorities in number and value of such
        classes of persons including the members and / or creditors of RInfra and the Resulting
        Companies as may be directed by the Hon’ble High Court of Judicature at Bombay or
        any other competent authority, as may be applicable.

4.3.1.2 The Scheme being sanctioned by the High Court of Judicature at Bombay or any other
        authority under Sections 391 to 394 of the Act.

4.3.1.3 Certified copies of the Orders of the High Court of Judicature at Bombay
        sanctioning the Scheme being filed with the Registrar of Companies, Maharashtra,
        at Mumbai by RInfra and the Resulting companies.

4.3.1.4 Obtaining approval of Maharashtra Electricity Regulatory Commission for Section 2A,
        Section 2C & Section 2D to the Scheme.

4.3.1.5 Obtaining approval of joint venture partners for investments transferred as a part of any of
        the Demerged Divisions, as applicable, if required.




                                               145                                                1
4.3.2   Each of the Sections of the Scheme pertaining to transfer & vesting of DTPS, Goa and
        Samalkot Power Stations, Power Transmission, Power Distribution, Toll Roads and Real
        Estate Divisions (Section 2A to Section 2F) is independent. Each Section of the
        Scheme would be effective as and when the aforesaid requisite approvals are
        received. Therefore, the non implementability of each of the said Sections for non receipt
        of necessary approvals shall not affect the implementability or otherwise of the other
        Sections of the Scheme, wherein requisite approvals are obtained. The Board of
        Directors of RInfra and the respective Resulting Company, shall mutually resolve as
        to whether and when each Section of the Scheme becomes effective.

4.3.3   The non – receipt of any of the aforesaid approvals for a particular asset or liability
        forming part of any of the Demerged Divisions getting transferred pursuant to this
        Scheme, shall not affect the effectiveness of the said Section of the Scheme, if the
        Board of Directors of RInfra and the respective Resulting Company so decide. In the
        event of non receipt of approval of any lender / creditor for the transfer of any liability, then
        at the option of the Board of Directors of the Resulting Company, it may issue a security /
        recognize a liability in favour of the Demerged Company on the same terms. The transfer
        of such asset or liability, shall become effective with effect from the Appointed Date as
        and when the said requisite approvals are received or aforesaid liability being
        recognized / security being issued and the provisions of the Scheme shall apply
        appropriately to the said transfer/ issue / recognition.

4.3.4   In the event all of the aforesaid approvals not being received by March 31, 2011 or
        such other date as may be decided by the Board of Directors of RInfra and the
        respective Resulting Company, they may resolve that the said Section or transfer of that
        particular asset or liability shall stand revoked, cancelled and be of no effect save and
        except in respect of any act or deed done prior thereto as is contemplated hereunder or
        as to any rights and/ or liabilities which might have arisen or accrued pursuant
        thereto and which shall be governed and be preserved or worked out as is specifically
        provided in the Scheme or as may otherwise be expedient and be agreed by the Board of
        RInfra.

4.4     COSTS, CHARGES & EXPENSES

4.4.1   All costs, charges, taxes including duties, levies and all other expenses, if any (save as
        expressly otherwise agreed) arising out of, or incurred in carrying out and
        implementing this Scheme and matters incidental thereto, shall be borne by RInfra.




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