IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 148 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 Engitech 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 Company-1 / De-merged Company 1 AND SUZLON INFRASTRUCTURE SERVICE LIMITED …Transferor Company-2/De-merged Company-2 AND SUZLON ENGITECH LIMITED …Resulting Company-1 AND SUZLON GUJARAT WIND PARK LIMITED 2 …Resulting Company-2 AND SUZLON ENERGY LIMITED …Transferee Company 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 Suzlon Engitech 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 / Resulting Company-1 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 Engitech Limited, the Applicant / Resulting Company-1 abovenamed by Summons for Direction AND UPON hearing Mr. Mr. H.N. Thakore, Advocate for the Applicant / Resulting Company-1 and upon reading the Affidavit dated 9th February, 2011 of Mr. Vinod R. Tanti Director of the Applicant / Resulting Company-1 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 / Resulting Company-1, 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 all the Equity Shareholders of the Applicant / Resulting Company-1, which are annexed as Exhibits “X-1” to “X-7” to the Affidavit-in- support of the Summons for Direction. 2. That a meeting of the Secured Creditors of the Applicant / Resulting Company-1 be convened and held for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme 4 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 composite arrangement in the nature of 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 5.00 p.m. at One Earth, Hadapsar, Pune-411028, Maharashtra. 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant / Resulting Company-1, 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 composite arrangement in the nature of 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 consent given by the sole Unsecured Creditor of the Applicant / Resulting Company-1, which is annexed as Exhibit “Y” to the Affidavit-in-support of the Summons for Direction. 5 4. That, at least 21 (twenty one) clear days before the meeting to be held as aforesaid, Notices convening the said meeting 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 Creditors of the Applicant / Resulting Company-1 at their respective registered or last known address. 5. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, Notice convening the said meeting 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 form of Proxy can be obtained free of charge from the Registered Office of the Applicant / Resulting Company-1 be published once each in ‘Sakaal Times’ in English and ‘Sakaal’ in Marathi both circulated in Pune. The Publication of notice in the Maharashtra Government Gazette is dispensed with. 6. That the settling and approving of the form of advertisement, form of proxy, the form of Notice, the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant undertakes to:- 6 (a) issue Notice convening the meeting of the Secured 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 the meeting as per Form No. 38 (Rule 74) (d) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956. The undertaking is accepted. 7. Mr. Vinod R. Tanti, Director of the of the Applicant /Transferor Company-1/ Resulting Company-1 and failing him, Mr. Amarsinh A. Parmar, Director of the Applicant /Transferor Company-1/ Resulting Company-1 and failing him, Mr. Ranjitsinh A. Parmar, Director of the 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. 8. That the Chairman appointed for the aforesaid meeting do issue and send out notices of the said meeting referred to above. It is further directed, that the Chairman of the meeting shall have powers under the Companies Act, 1956 and Companies (Court) Rules, 1959 in relation to conduct of meeting. 9. 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. 10. 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 meeting is filed at the Registered Office of the Applicant / the Resulting Company-1, not later than 48 hours 7 before the time fixed for the meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 11. That the number and value of each of the Secured Creditors shall be in accordance with the records of the Applicant / Resulting Company-1 and in the event of any dispute, the Chairman of the meeting shall determine the value for the purpose of the meeting. 12. And it is further ordered that the Chairman to report to this court the result of the said meeting within 30 days from the conclusion of the meeting and the said report shall be verified by his affidavit. (S.C. Dharmadhikari, J.)