IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1582 OF 2008. In the matter of the Companies Act, 1956 (I of 1956); AND In the matter of Sections 391 to 394 read with Sections 100 to 104 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Dighi Port Limited and the Equity Shareholders of Dighi Port Limited. DIGHI PORT LIMITED a Company incorporated under the Companies Act, 1956, having its Registered Office at the New Excelsior Building, 6th Floor, A. K. Nayak Marg, Fort, Mumbai - 400 001. } } } } } } ………… Applicant Company. Called for Summons for Direction Coram : A. M. Khanwilkar , J. Date : 5 th December, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING M/s. Rajesh Shah instructed by Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 10th day of November, 2008 of Mr. Lokesh Chebium, Authorised Signatory of the Applicant Company, in support of the Summons for Directions 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 Arrangement embodied in the Scheme of Arrangement between Dighi Port Limited and the Equity Shareholders of Dighi Port Limited is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “F-1” to “F- 13” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between Dighi Port Limited and the Equity Shareholders of Dighi Port Limited is dispensed with in view of the consent given by the unsecured creditors of the Applicant Company as on date, which are annexed as Exhibit “G-1” to “G- 2” to the affidavit in support of the Summons for Direction. 4. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of its Equity Shareholders held on 29 th day of October, 2008 and in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction, that the reduction of share capital in the form of cancellation of equity shares in consideration of issue of 6% Cumulative Redeemable Preference Share of Rs 10/- each for every Equity Shares of Rs 10/- each cancelled or extinguished of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101 (2) of the Companies Act, 1956 is not required and is dispensed with. COMPANY JUDGE