1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 44 OF 2011. In the matter of the Companies Act 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 HAZIRA MARINE ENGINEERING AND CONSTRUCTION MANAGEMENT PRIVATE LIMITED WITH SAIPEM DRILLING COMPANY PRIVATE LIMITED HAZIRA MARINE ENGINEERING AND CONSTRUCTION MANAGEMENT PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Technimont House 2, Plot No. 504, Chincholi Bunder, Link Road, Malad (West), Mumbai - 400 064. ) ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 21st January, 2011. Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the 2 Affidavit dated 22nd December, 2010 of Mr. Amlan Singha, Authorised Signatory of the Applicant Company, in support of the Summon for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of HAZIRA MARINE ENGINEERING AND CONSTRUCTION MANAGEMENT PRIVATE LIMITED, the Applicant / Transferor Company with SAIPEM DRILLING COMPANY PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “B-1” and “B-2” to the affidavit in support of the Summons for Direction. 2. That there are no Secured and Unsecured Creditors of the Applicant Company as stated in paragraph 15 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. (S. C. Dharmadhikari, J.)