IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 147 OF 2011 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to Section 394 of the Companies Act, 1956 AND In the matter of Suzlon Infrastructure Services Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF ARRANGEMENT AND RESTRUCTURING BETWEEN SUZLON TOWERS AND STRUCTURES LIMITED ….Transferor Companies-1 /De-merged Company-1 AND SUZLON INFRASTRUCTURE SERVICES LIMITED ….Transferor Company-2 /De-merged Company-2 AND SUZLON ENGITECH LIMITED …Resulting Company-1 AND SUZLON GUJARAT WIND PARK LIMITED …Resulting Company-2 2 AND SUZLON ENERGY LIMITED …Transferee Company For De-merger and Transfer of Power Generation Division of Suzlon Towers And Structures Limited (STSL) to Suzlon Engitech Limited (SENL), De-merger and Transfer of Project Execution Division of Suzlon Infrastructure Services Limited (SISL) to Suzlon Gujarat Wind Park Limited (SGWPL), Amalgamation of Suzlon Towers And Structures Limited (STSL) (after the above referred de-merger) with Suzlon Energy Limited (SEL), Amalgamation of Suzlon Infrastructure Services Limited (SISL) (after the above referred de- merger) with Suzlon Energy Limited (SEL) Suzlon Infrastructure Services Limited a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at One Earth, Hadapsar, Pune, Maharashtra -411028. … Applicant / Transferor Company-2/ De-merged Company-2 Called Summons for Direction Coram: S.C. Dharmadhikari, J. Dated: 25th February 2011 Mr. H.N. Thakore a/w Mr. Rizvi NaserAli i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. 3 MINUTES OF THE ORDER UPON the application of Suzlon Infrastructure Services Limited, the Applicant / De-merged/ Transferor abovenamed by Summons for Direction AND UPON hearing Mr. Hetal Thakore, Advocate for the Applicant / De-merged Company- 2/ Transferor Company-2 and upon reading the Affidavit dated 8th February, 2011 of Mr. Vinod Tanti, Director of the Applicant / De-merged Company-2/ Transferor Company-2 in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘P’) being a copy of the Proposed Scheme of Arrangement and Restructuring), IT IS ORDERED:- 1. That convening and holding the Meeting of the Equity Shareholders, of the Applicant / De-merged Company-2/ Transferor Company-2, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement and Restructuring between Suzlon Towers And Structures Limited, Suzlon Infrastructure Services Limited, Suzlon Engitech Limited, Suzlon Gujarat Wind Park Limited and Suzlon Energy Limited for De-merger and Transfer of Power Generation Division of Suzlon Towers And Structures Limited to Suzlon Engitech Limited, De-merger of Project Execution Division of Suzlon Infrastructure Services Limited to Suzlon Gujarat Wind Park Limited, Amalgamation of Suzlon Towers And Structures Limited (after the above referred de-merger) with Suzlon Energy Limited, Amalgamation of Suzlon Infrastructure Services Limited (after the above referred de- merger) with Suzlon Energy Limited, is dispensed with in view of the averments made in paragraph 51 of the Affidavit-in-support of the Summons for Direction and in view of the consents given by all the Equity Shareholders of the Applicant / De-merged Company-2/ 4 Transferor Company-2, which are annexed as Exhibits “X-1 to X-7” to the Affidavit-in-support of the Summons for Direction. 2. That convening and holding the Meeting of the Preference Shareholders, of the Applicant / De-merged Company-2/ Transferor Company-2, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement and Restructuring between Suzlon Towers And Structures Limited, Suzlon Infrastructure Services Limited, Suzlon Engitech Limited, Suzlon Gujarat Wind Park Limited and Suzlon Energy Limited for De-merger and Transfer of Power Generation Division of Suzlon Towers And Structures Limited to Suzlon Engitech Limited, De-merger of Project Execution Division of Suzlon Infrastructure Services Limited to Suzlon Gujarat Wind Park Limited, Amalgamation of Suzlon Towers And Structures Limited (after the above referred de-merger) with Suzlon Energy Limited, Amalgamation of Suzlon Infrastructure Services Limited (after the above referred de-merger) with Suzlon Energy Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant / De-merged Company-2/ Transferor Company-2, which are annexed as Exhibits “Y-1 to Y-3” to the Affidavit- in-support of the Summons for Direction. 3. That a meeting of the Secured Creditors of the Applicant / De-merged Company-2 / Transferor company-2 be convened and held, for the purpose of considering and, if thought fit, to approve, with or without modification(s), the proposed Scheme of Arrangement and Restructuring between Suzlon Towers And Structures Limited, Suzlon Infrastructure Services Limited, Suzlon Engitech Limited, Suzlon Gujarat Wind Park Limited and Suzlon Energy Limited for De-merger and Transfer of Power Generation Division of Suzlon Towers And Structures Limited (to Suzlon 5 Engitech Limited, De-merger of Project Execution Division of Suzlon Infrastructure Services Limited to Suzlon Gujarat Wind Park Limited, Amalgamation of Suzlon Towers And Structures Limited (after the above referred de-merger) with Suzlon Energy Limited, Amalgamation of Suzlon Infrastructure Services Limited (after the above referred de- merger) with Suzlon Energy Limited on Tuesday, the 5th day of April, 2011 at 4.00 p.m. at One Earth, Hadapsar, Pune-411028, Maharashtra . 4. That the meeting of the Unsecured Creditors of the Applicant /Transferor Company-2/ De-merged Company-2 be convened and held, for the purpose of considering and, if thought fit, to approve, with or without modification(s), the proposed Scheme of Arrangement and Restructuring between Suzlon Towers And Structures Limited, Suzlon Infrastructure Services Limited, Suzlon Engitech Limited, Suzlon Gujarat Wind Park Limited and Suzlon Energy Limited for De-merger and Transfer of Power Generation Division of Suzlon Towers And Structures Limited to Suzlon Engitech Limited, De-merger of Project Execution Division of Suzlon Infrastructure Services Limited to Suzlon Gujarat Wind Park Limited, Amalgamation of Suzlon Towers And Structures Limited (after the above referred de-merger) with Suzlon Energy Limited, Amalgamation of Suzlon Infrastructure Services Limited (after the above referred de- merger) with Suzlon Energy Limited on Tuesday, the 5th day of April, 2011 at 2.00 p.m. at One Earth, Hadapsar, Pune-411028, Maharashtra . 5. That in view of the averments made in paragraphs 61 to 65 of the Affidavit in support of Summons for Direction, inter alia, stating that the reduction of Share Capital does not involve diminution of any liability in respect of unpaid Share Capital or payment to shareholder of paid up share capital and that the creditors are in no way affected by the proposed reduction of the Applicant Company, the provisions of and the 6 procedure prescribed under Section 101(2) of the Companies Act,1956 is dispensed with. 6. That, at least 21 (twenty one) clear days before the meetings to be held as aforesaid, Notices convening the said meetings indicating the day, the date, the place and the time as aforesaid, together with a copy of the proposed Scheme of Arrangement and Restructuring between Suzlon Towers And Structures Limited, Suzlon Infrastructure Services Limited, Suzlon Engitech Limited, Suzlon Gujarat Wind Park Limited and Suzlon Energy Limited, a copy of the Explanatory Statement required to be sent under section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent by pre-paid letter posted Under Certificate of Posting addressed to each of the Secured and Unsecured Creditors of the Applicant / De-merged Company-2/ Transferor Company-2 at their respective registered or last known addresses. 7. That, in addition, at least 21 clear days before the meetings to be held as aforesaid, Notices convening the said meetings indicating the day, the date, and the place and the time as aforesaid stating that copies of the proposed Scheme of Arrangement and Restructuring between Suzlon Towers And Structures Limited, Suzlon Infrastructure Services Limited, Suzlon Engitech Limited, Suzlon Gujarat Wind Park Limited and Suzlon Energy Limited, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and a form of Proxy can be obtained free of charge from the Registered Office of the Applicant / De-merged / Transferor Company be published once each in ‘Sakaal Times’ in English and ‘Sakaal’ in Marathi both circulated in Pune. The Publications in Maharashtra Government Gazette is dispensed with. 8. That the settling and approving of the form of advertisement, form of proxy, the form of Notice, the statement required to be furnished pursuant to 7 Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to:- (a) issue Notice convening meetings of the Secured and Unsecured Creditors as per Form No. 36 (Rule 73) (b) issue form of proxy as per Form No.37 (Rule 73) (c) advertise the Notice convening meetings as per Form No. 38 (Rule 74) (d) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956. The undertaking is accepted. 9. Mr. Vinod R. Tanti, Director of the Applicant /Transferor Company-2 / De-merged Company-2 and failing him, Mr. Ranjitsinh A. Parmar, Director of the Applicant /Transferor Company-2 / De-merged Company- 2 and failing him, Mr. Amarsinh A. Parmar, Director of the Applicant /Transferor Company-2 / De-merged Company-2 shall be the Chairman of the aforesaid meetings to be held on 5th April, 2011 or at any adjournment/adjournments thereof. 10. That the Chairman appointed for the aforesaid meetings do issue and send out notices of the said meetings referred to above. It is further directed, that the Chairman of the meetings shall have powers under the Companies Act, 1956 and Companies (Court) Rules, 1959 in relation to conduct of meetings. 11. That the quorum of the meeting of the Secured Creditors shall be 2 (Two) Creditors present in person and /or by proxy or through Authorized Representative. 8 12. That the quorum of the meeting of the Unsecured Creditors shall be 2 (Two) Unsecured Creditors present in person and / or by proxy or through Authorized Representative. 13. That the voting by proxy/ authorised representative be permitted provided that the proxy / authorisation, in the prescribed form duly signed by the persons entitled to attend and vote at the meetings is filed at the Registered Office of the Applicant / De-merged Company-2/ Transferor Company-2 not later than 48 hours before the time fixed for the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 14. That the number and value of each of the Secured and Unsecured Creditors shall be in accordance with the records of the Applicant / De- merged Company-2/ Transferor Company-2 and in the event of any dispute the Chairman of the meetings shall determine the value for the purpose of meetings. 15. And it is further ordered that the Chairman to report to this Court the result of the said meetings within 30 days from the conclusion of the meetings and the said report shall be verified by his affidavit. (S.C. Dharmadhikari, J.)