IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 246 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of Essar Project Management Consultants Limited; And In the matter of the Scheme of Amalgamation between Essar Project Management Consultants Limited and Essar Projects (India) Limited. Essar Project Management Consultants Limited, a company incorporated under the Companies Act, 1956 having its registered office at Essar House, 11. K. K. Marg, Mahalaxmi, Mumbai 400034, Maharashtra. ) ) ) ) ) …Applicant Called Summons for Direction Coram: S.J.Vazifdar, J. Date: 15th April, 2011 Ms. Sowmya Srikrishna, Counsel i/b Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for Applicant. MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by Summons for Direction and upon hearing Ms. Sowmya Srikrishna, Counsel instructed 2 by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company and upon reading the Affidavit dated 16th March, 2011 of Mr. Tapash Bhattacharya, a Director of the Applicant Company, in Support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED: (1) That convening and holding the meeting of the Equity Shareholders of the Applicant Company to seek their approval to the proposed Scheme of Amalgamation between Essar Project Management Consultants Limited and Essar Projects (India) Limited is dispensed with, in view of the letters of consent given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits H-1 to H-8 to the Affidavit in Support of the Summons for Direction. (2) There are no Secured Creditors of the Applicant Company, as stated in paragraph 17 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 in view of the averments made in paragraph 18 of the Affidavit in Support of the Summons for Direction, the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to seek their approval to the proposed Scheme of Amalgamation between Essar Project Management Consultants Limited and Essar Projects (India) Limited, is dispensed with. The Applicant undertakes 3 to issue individual notice of hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish notice of hearing of Petition in local newspapers. The undertaking is accepted. (S. J. Vazifdar, J.)