IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SCHEME PETITION NO. 348 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 148 OF 2011 SUZLON ENGITECH LIMITED (SENL) …Resulting Company-1 AND COMPANY SCHEME PETITION NO. 349 OF 2011 CONNECTED WITH COMPANY SUMMONS FOR DIRECTION NO. 147 OF 2011 SUZLON INFRASTRUCTURE SERVICE LIMITED (SISL) …Transferor Company-2/De-merged Company-2 In the matter of the Companies Act, 1956 AND In the matter of Petition under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of SCHEME OF ARRANGEMENT AND RESTRUCTURING (De-merger and Amalgamation) BETWEEN SUZLON TOWERS AND STRUCTURES LIMITED (STSL) …Transferor Company-1 / De-merged Company 1 AND SUZLON INFRASTRUCTURE SERVICE LIMITED (SISL) …Transferor Company-2/De-merged Company-2 AND SUZLON ENGITECH LIMITED (SENL) …Resulting Company-1 AND SUZLON GUJARAT WIND PARK LIMITED (SGWPL) …Resulting Company-2 AND SUZLON ENERGY LIMITED (SEL) …Transferee Company Mr. H. N. Thakore with Mr. Naser Ali i/b Thakore Jariwala & Associates, Advocates for the Petitioners Mr. C.J. Joy i/b Mr. H.P. Chaturvedi for Regional Director in all the Petitions Dr. T. Pandian, Official Liquidator present in Court in CSP No. 349 of 2011 CORAM: S. C. Dharmadhikari, J. DATE: 02nd September, 2011 PC: 1. Heard learned Counsel for parties. 2. The sanction of the Court is sought under Sections 391 to 394 of the Companies Act, 1956, to a Scheme of Amalgamation 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 2 Services Limited (SISL) (after the above referred de- merger) with Suzlon Energy Limited (SEL). 3. The Counsel appearing on behalf of the Petitioner Companies has stated that they have complied with all the requirements as per directions of this Court and they have filed necessary Affidavits of compliance in the Court. Moreover, the Petitioner Companies undertake to comply with all statutory requirements, if any, as required under the Companies Act, 1956, and the Rules made there under. The Undertaking is accepted. 4. The Regional Director has filed an Affidavit, inter alia, stating therein that save and except as stated in paragraphs 6 of the said Affidavit, it appears that the Scheme is not prejudicial to the interest of shareholders and public. In paragraphs 6 of the said Affidavit, it is stated that: 6. The Registered office of the Demerged and Transferor Company – 1 and Resulting Company - 2 are situated in the State of Gujarat. Hence, the present scheme of arrangement and restructuring between the Demerged / Transferor Companies and Resulting / Transferee Company will be subject to condition of similar approval from Hon’ble High Court of Gujarat in respect of Demerged and Transferor Company – 1 and Resulting Company - 2. 5. As far as the objection raised by the Regional Director in paragraph 6 of the said Affidavit is concerned, the counsel for the Petitioners submits that by the said Order dated 10th August 2011 passed in Company Petition No. 74 of 2011 & 75 of 2011 by the High Court at 3 Gujarat, the present Scheme of Amalgamation has been sanctioned by that Court. The copy of the said Order dt. 10th August, 2011 tendered in by the Counsel for the Petitioners and the same is taken on record. In view of the same, the objection as raised by the Regional Director is satisfied. The Pettiioner’s Advocate undertakes to file a certified copy of the said order within 4 weeks from today. Undertaking accepted. 6. The Official Liquidator has filed a report in Company Scheme Petition No. 349 of 2011 stating that the affairs of the Transferor Company have been conducted in a proper manner and that the Transferor Company may be ordered to be dissolved. 7. From the material on record, the scheme appears to be fair and reasonable and is not violative of any provisions of law and is not contrary to public policy. 8. Since all the requisite statutory compliances have been fulfilled, Company Scheme Petition No. 348 of 2011 is made absolute in terms of prayer in clauses (a) to (j) of the Petition and Company Scheme Petition No. 349 of 2011 is made absolute in terms of prayer in clauses (a) to (r) of the Petition. 9. The Transferee Company and the Resulting Company to lodge a copy of this order and the scheme, duly authenticated by the Company Registrar, High Court, Bombay, with the concerned Superintendent of Stamps for the purpose of adjudication of stamp duty payable, if any, on the same within 60 days from the date of the Order. 4 10. The Petitioner Companies in both the Petitions to pay cost of Rs. 10,000/- to the Regional Director, Western Region, Mumbai, and the Petitioner Company in Company Scheme Petition No. 349 of 2011 to pay a sum of Rs.10,000/- to the Official Liquidator, High Court, Bombay, towards his cost. Costs to be paid within four weeks from the date of the order. 11. Filing and issuance of the drawn up order is dispensed with. 12. All authorities concerned to act on a copy of this order duly authenticated by Company Registrar, High Court of Bombay. (S.C. Dharmadhikari, J.) 5