1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.349 OF 2009 In the matter of the Companies Act, 1956; And In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Fugro Survey (India) Private Limited, a Company incorporated under the Companies Act, 1956 and having its registered office at Plot no. 51, Sector 6, Sanpada, Navi Mumbai 400705; And In the matter of the Scheme of Amalgamation of Elcome Surveys Private Limited with Fugro Survey (India) Private Limited; Fugro Survey (India) Private Limited, } A Company incorporated under the } Provisions of Companies act, 1956 , } Having its registered office plot no 51, } Sector 6, Sanpada, Navi Mumbai 400 705 }…..Applicant Company Called Summons for Direction CORAM: S. J. VAZIFDAR J DATE: 20th March, 2009 Mr. Hemant Sethi i/b Nishith Desai Associates & Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b. Nishith Desai Associates & Hemant Sethi & Co., advocates for the Applicant Company, AND UPON READING 2 the Affidavit dated March 17, 2009 of Mr. Bighna Nath Nayak, Managing Director of the Applicant Company in support of Summons for Directions, IT IS ORDERED: 1. The convening and holding of the meeting of the Equity Shareholders of Fugro Survey (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Elcome Surveys Private Limited, the Transferor Company with Fugro Survey (India) Private Limited, the Applicant/Transferee Company and respective members (“Scheme”) is dispensed with in view of consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits C1 & C2 to the affidavit in support of the Summons for Directions. 2. The convening and holding of the meetings of Secured and Unsecured Creditors of Fugro Survey (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of Elcome Surveys Private Limited, the Transferor Company with Fugro Survey (India) Private Limited, the Applicant/Transferee Company and respective members (“Scheme”) is dispensed with in view of averments made in paragraph twenty four of affidavit in support of the Summons for directions. Applicant Company undertakes to serve individual notices upon all its Secured and unsecured Creditors by RPAD and file affidavit of service in the Registry atleast 2 days before the date of hearing of petition. The said undertaking is accepted. Sd/- (S.J VAZIFDAR J)