1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 581 OF 2011 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 the Scheme of Amalgamation BETWEEN Engineering and Designs Tecnimont ICB Private Limited („„the Transferor Company‟) AND Tecnimont ICB Private Limited („the Transferee Company‟) AND Their respective shareholders ENGINEERING AND DESIGNS TECNIMONT PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at Tecnimont ICB House, 504, Link Road, Chincholi Bunder Road, Malad (West), Mumbai – 400 06 ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction CORAM: S.C. DHARMADHIKARI, J. DATE: 23RD SEPTEMBER 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER 2 UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th September, 2011 of Mr. P.S.P. Rao, Director (Engg. & Process) of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of Equity shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Engineering and Designs Tecnimont ICB Private Limited, the Applicant/Transferor Company with Tecnimont ICB Private Limited, the Transferee Company is dispensed with in view of consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits “H1” and “H2” to the Affidavit in support of Company Summons for Direction. 2. That there are no Secured Creditors in the Applicant Company as stated in paragraph twenty of the Affidavit in support of Company Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3 3. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Engineering and Designs Tecnimont ICB Private Limited, the Applicant/Transferor Company with Tecnimont ICB Private Limited, the Transferee Company, is dispensed with in view of averments made in paragraph twenty one of the Affidavit in support of Company Summons for Direction. The Applicant undertakes to issue an individual notices of hearing of Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the said notice in two newspapers, viz; Free Press Journal in English Language and Maharashtra Times in Marathi language both circulated in Mumbai. The said undertaking is accepted. 4.That the filing of Company Summons for Direction and Company Scheme Petition by Tecnimont ICB Private Limited, the Transferee Company is dispensed with in view of the averments made in paragraphs (22) to (25) of the Affidavit in support of the Company Summons for Direction. (S.C. DHARMADHIKARI, J)