1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 166 OF 2011 In the matter of the Companies Act, 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 SHAPOORJI PALLONJI SOLAR THERMAL PRIVATE LIMITED with SHAPOORJI PALLONJI POWER PROJECTS PRIVATE LIMITED SHAPOORJI PALLONJI SOLAR THERMAL PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 70, Nagindas Master Road, Fort, Mumbai – 400 023, Maharashtra. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 4th March, 2011 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 28th day of February, 2011 of Mr. Ritesh Jayantilal Dedhia, Authorised Signatory of the Applicant Company, in support of the Summons for Directions and the exhibit therein referred to, IT IS ORDERED:- 2 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of SHAPOORJI PALLONJI SOLAR THERMAL PRIVATE LIMITED, “the Applicant / Transferor Company” with SHAPOORJI PALLONJI POWER PROJECTS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” to “C-7” to the affidavit in support of the Summons for Direction. 2 That there are no Secured Creditors of the Applicant Company as stated in paragraph 15 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured loan creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of SHAPOORJI PALLONJI SOLAR THERMAL PRIVATE LIMITED, “the Applicant / Transferor Company” with SHAPOORJI PALLONJI POWER PROJECTS PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Unsecured loan creditors of the Applicant Company, which are annexed as Exhibits “D-1 to D-2” to the affidavit in support of the Summons for Direction. (S. C. Dharmadhikari, J)