IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.552 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 PRIVATE LIMITED , a company registered under Companies Act, 1956, having its registered office at 44, Dr. R. G. Thadani Marg, Worli, Mumbai- 400 018. 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 S. Israni, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 5th August, 2011 of Mr. Satyavrat Srivastava, Managing 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 ‘H2’ and ‘H3’ to the said Affidavit in support of Summons for Direction. 2. That the convening and holding of the Meeting of the Secured Creditors 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 consent given by the sole Secured Creditor of the Applicant Company which is annexed and marked as Exhibit ‘I2’ to the said Affidavit in support of Summons for Direction. 3. There are no Unsecured Loan Creditors of the Applicant Company as stated in Paragraph 22 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meeting of Unsecured Creditors does not arise. 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 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 undertaking by the Applicant Company in Paragraph 23 of Affidavit in Support of the Summons for Directions to issue individual notices of the hearing of the Petition by R. P. A. D to all its Sundry Creditors having an outstanding of Rs.1,00,000 (One Lakh) and more. The said undertaking is accepted. (S. C. DHARMADHIKARI, J.)