IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 169 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 Sanman Holdings Private Limited, a company incorporated under the provisions of the Companies Act, 1956 AND In the matter of SCHEME OF AMALGAMATION OF SE ENERGY PARK LIMITED AND SANMAN HOLDINGS PRIVATE LIMITED … Transferor Companies WITH TANTI HOLDINGS PRIVATE LIMITED, … Transferee Company for amalgamation by the transfer and vesting of the undertaking, properties, assets and liabilities of Sanman Holdings Private Limited and SE Energy Park Limited in Tanti Holdings Private Limited. Sanman Holdings Private Limited, a company incorporated under the provisions of The Companies Act, 1956 and having its registered address at A-901, Silver Woods, Mundhwa, Pune, Maharashtra–411036 …Applicant / Second Transferor Company 2 Called Summons for Direction Coram: S.C. Dharmadhikari, J. Dated: 4th March, 2011 Mr. Naserali Rizvi i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant. MINUTES OF THE ORDER UPON the application of Sanman Holdings Private Limited, the Applicant abovenamed by a Summons for Direction AND UPON hearing Mr. Nasrali Rizvi, Advocate for the Applicant and upon reading the Affidavit dated 24th February, 2011 of Mr. Shri Vinod Tanti, Director of the Applicant in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘J’ being a copy of the proposed Scheme of Amalgamation), IT IS ORDERED:- 1. That convening and holding the Meeting of the Equity Shareholders of the Applicant / Second Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Sanman Holdings Private Limited and SE Energy Park Limited with Tanti Holdings Private Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant / Second Transferor Company, which are annexed as Exhibits “N1” to “N11” to the Affidavit-in-support of the Summons for Direction. 2. That convening and holding the Meeting of the Secured Creditors, of the Applicant / Second Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Sanman Holdings Private Limited and SE 3 Energy Park Limited with Tanti Holdings Private Limited is dispensed with in view of the consents given by both the Secured Creditors of the Applicant / Second Transferor Company, which are annexed as Exhibits “O-1” and “O2” to the Affidavit-in-support of the Summons for Direction. 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant / Second Transferor Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Sanman Holdings Private Limited and SE Energy Park Limited with Tanti Holdings Private Limited is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant / Second Transferor Company, which are annexed as Exhibits “P1” to “P12” to the Affidavit-in-support of the Summons for Direction. (S.C. Dharmadhikari, J.)