1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 242 OF 2010 In the matter of the Companies Act, 1956 (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 Merry Movements and Equipments Limited (“the Transferor Company”) WITH Essel Infraprojects Limited (“the Transferee Company”) AND their respective Shareholders Merry Movements and Equipments Limited, a company incorporated under the Companies Act, 1956 having its registered office at 135, Continental Bldg, Dr. Annie Besant Road, Worli, Mumbai – 400 018. ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla J. Date: 9th April, 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 1st day of April, 2010 of Mr. Vijay Joshi, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding of the meeting of the Equity Shareholders of Merry Movements and Equipments Limited, the Applicant Company / the Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Merry Movements and 2 Equipments Limited with Essel Infraprojects Limited and their respective Shareholders is dispensed with in view of the consent given by all the equity shareholders of the Applicant Company, which are annexed as Exhibit H1 to H7 to the affidavit in support of the Summons for Directions. 2) That there are no Secured Creditors of Merry Movements and Equipments Limited, the Applicant Company / the Transferor Company, as mentioned in paragraph 16 of the affidavit in support of the Summons for Directions and hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3) That convening and holding of the meeting of the Unsecured Creditors of Merry Movements and Equipments Limited, the Applicant Company / the Transferor Company, to consider and, if thought fit, approve, with or without modification(s), the proposed arrangement embodied in the Scheme of Amalgamation of Merry Movements and Equipments Limited with Essel Infraprojects Limited and their respective Shareholders is dispensed with in view of the averment made in paragraph 17 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. to all its Unsecured Creditors and also publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. Publication in Maharashtra Government Gazette is dispensed with. The undertaking is accepted. 4) The filing of a separate Company Summons for Direction and Petition by Essel Infraprojects Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs (18) to (21) of the affidavit in support of the Summons for Direction. ( S. J. Kathawalla J. )