IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.551 OF 2011 In the matter of Section 391 and 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Mott MacDonald Consultants (India) Private Limited with Mott MacDonald Private Limited MOTT MACDONALD CONSULTANTS (INDIA) PRIVATE LIMITED , a company registered under Companies Act, 1956, having its registered office at Kothari House, CTS No. 185, J. B. Nagar, Off Andheri-Kurla Road, Andheri (East), Mumbai- 400 059. In the State of Maharashtra. ] ] ] ] ] ] ] ] ] Applicant Called Summons for Direction Coram: S. C. DHARMADHIKARI, J. Dated: 16th September, 2011 Mr. Satyan S. Israni, Advocate for the Applicant MINUTES OF ORDER Upon the Application of the Applicant Company by a Summons for Direction AND UPON HEARING Satyan Israni, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 5th August, 2011 of Mr. Satyavrat Srivastava, Director of the Applicant Company in Support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the Meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modifications, the proposed Scheme of Amalgamation of Mott MacDonald Consultants (India) Private Limited, the Transferor Company with Mott MacDonald 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 and marked as Exhibits ‘B2’ and ‘B3’ to the said Affidavit in support of Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as stated in paragraph 21A of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditors does not arise; 3. That the convening and holding of the Meeting of the Unsecured Loan Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modifications, the proposed Scheme of Amalgamation between Mott MacDonald Consultants (India) Private Limited, the Transferor Company with Mott MacDonald Private Limited, the Transferee Company, is dispensed with in view of the consents given by the sole Unsecured Loan Creditor of the Applicant Company which is annexed and marked as Exhibits ‘C2’ to the said Affidavit in support of Summons for Direction. 4. That the convening and holding of the Meeting of the Sundry Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving with or without modifications, the proposed Scheme of Amalgamation between Mott MacDonald Consultants (India) Private Limited, the Transferor Company with Mott MacDonald Private Limited, the Transferee Company, is dispensed with in view of the consents given by all the Sundry Creditors of the Applicant Company which are annexed and marked as Exhibits ‘D2’ to ‘D5’ to the said Affidavit in support of Summons for Direction and in view of the averments made in paragraph 23 of the said Affidavit. The Applicant undertakes to issue an individual notice of hearing of Petition by R.P.A.D. upon its Sundry Creditors in the nature of Advance Billing. The undertaking is accepted. (S. C. DHARMADHIKARI, J.)