IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1557 OF 2008 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED, BULLFINCH HOLDINGS LIMITED, SEA RIDERS LOGISTICS PRIVATE LIMITED, TRADE WINGS SERVICES PRIVATE LIMITED, TRADE WINGS SECURITIES PRIVATE LIMITED, MITTAL HABITAT FINANCE LIMITED, MITTAL REALTY PRIVATE LIMITED, TRADE WINGS INFO NET PRIVATE LIMITED, TRADE WINGS CARGO PRIVATE LIMITED AND ABI EXPRESS PRIVATE LIMITED WITH S.ROSE AND COMPANY LIMITED. TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 18/20, K. Dubash Marg, Kalaghoda, Fort, Mumbai - 400023. ) ) ) ) ) ) … Applicant Company Called for Summons for Direction Coram: A. M. Khanwilkar , J. Date : 21 st November, 2008 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant 1 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 7th day of November, 2008 of Mr. P.A. Chotrani, 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 Amalgamation of TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED, the Applicant /First Transferor Company, BULLFINCH HOLDINGS LIMITED, the Second Transferor Company, SEA RIDERS LOGISTICS PRIVATE LIMITED, the Third Transferor Company, TRADE WINGS SERVICES PRIVATE LIMITED, the Fourth Transferor Company, TRADE WINGS SECURITIES PRIVATE LIMITED, the Fifth Transferor Company, MITTAL HABITAT FINANCE LIMITED, the Sixth Transferor Company, MITTAL REALTY PRIVATE LIMITED, the Seventh Transferor 2 Company, TRADE WINGS INFO NET PRIVATE LIMITED, the Eighth Transferor Company, TRADE WINGS CARGO PRIVATE LIMITED, the Ninth Transferor Company, ABI EXPRESS PRIVATE LIMITED, the Tenth Transferor Company with S. ROSE AND COMPANY LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibit “B-1” to “B-7” to the affidavit dated 7th November, 2008 of Mr. P.A. Chotrani, Authorised Signatory of the Applicant company in support of the Summons for Direction. 2. That a meeting of the Secured Creditors of TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED, the Applicant / First Transferor Company be convened and held at 18/20, K. Dubash Marg, Kalaghoda, Fort, Mumbai - 400023, on Saturday, 3 rd day of January, 2009 at 11.00 a.m. for the purpose of considering, and if thought fit, approving, with or without modification, the Arrangement embodied in the Scheme of Amalgamation of TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED, the Applicant /First Transferor Company, BULLFINCH HOLDINGS LIMITED, the Second Transferor Company, SEA RIDERS LOGISTICS PRIVATE LIMITED, the Third Transferor 3 Company, TRADE WINGS SERVICES PRIVATE LIMITED, the Fourth Transferor Company, TRADE WINGS SECURITIES PRIVATE LIMITED, the Fifth Transferor Company, MITTAL HABITAT FINANCE LIMITED, the Sixth Transferor Company, MITTAL REALTY PRIVATE LIMITED, the Seventh Transferor Company, TRADE WINGS INFO NET PRIVATE LIMITED, the Eighth Transferor Company, TRADE WINGS CARGO PRIVATE LIMITED, the Ninth Transferor Company, ABI EXPRESS PRIVATE LIMITED, the Tenth Transferor Company with S. ROSE AND COMPANY LIMITED, the Transferee Company. 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 Amalgamation of TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED, the Applicant /First Transferor Company, BULLFINCH HOLDINGS LIMITED, the Second Transferor Company, SEA RIDERS LOGISTICS PRIVATE LIMITED, the Third Transferor Company, TRADE WINGS SERVICES PRIVATE LIMITED, the Fourth Transferor Company, TRADE WINGS SECURITIES PRIVATE LIMITED, the Fifth Transferor Company, MITTAL HABITAT FINANCE LIMITED, the Sixth Transferor Company, 4 MITTAL REALTY PRIVATE LIMITED, the Seventh Transferor Company, TRADE WINGS INFO NET PRIVATE LIMITED, the Eighth Transferor Company, TRADE WINGS CARGO PRIVATE LIMITED, the Ninth Transferor Company, ABI EXPRESS PRIVATE LIMITED, the Tenth Transferor Company with S. ROSE AND COMPANY LIMITED, the Transferee Company is dispensed with in view of the consent given by all the Secured Creditors of the Applicant Company as on date, which are annexed as Exhibit “C-1” to “C-9” to the affidavit dated 7th November, 2008 of Mr. P.A. Chotrani, Authorised Signatory of the Applicant company in support of the Summons for Direction. 4. That at least 21 clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the arrangement embodied in the Scheme of Amalgamation and the statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge at the registered office of the Applicant Company as aforesaid and/or at the office of its advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, 30, Nagindas Master Road, Flora Fountain, Mumbai 400 001, shall be published once each 5 in ‘The Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi. Publication of notice in the Maharashtra Government Gazette is dispensed with. 5. That in addition, at least 21 clear days before the meetings to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by Pre-paid letter post Under Certificate of Posting addressed to each of the Secured Creditors at their respective registered or last known addresses. 6. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to : i. advertise the Notice convening meeting as per Form No.38 (Rule 74) 6 ii. issue Notice convening meeting of the shareholders as per Form No.36 (Rule 73) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iv. issue Form of Proxy as per Form No.37 (Rule 73) The undertaking is accepted. 7. That Mr. Rajan Dani, Director of the Applicant Company, failing him, Mr. K. V. Vishwanathan, Director of the Applicant Company, is appointed as the Chairman for the above meeting to be held at 18/20, K. Dubash Marg, Kalaghoda, Fort, Mumbai – 400023 on Saturday, 3rd day of January, 2009 at 11.00 a.m. respectively or any adjournment or adjournments thereof. 8. The Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Company (Court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or 7 at any adjournment thereof or any other matter including amendment to the scheme / Resolution, if any, proposed at the meeting by any person(s). 9. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 Equity Shareholders present in person. 10. That voting by proxy / authorised representative be permitted, provided that a proxy in the prescribed form / authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at 18/20, K. Dubash Marg, Kalaghoda, Fort, Mumbai - 400023 not later than 48 hours before the meetings, as provided under Rule 70 of the Company (Court) Rules, 1959. 11. That the value of the each of Secured Creditors of the Applicant Company shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 12. That the Chairman appointed for the meetings do report to this Court the result of the said meeting within 30 days of the 8 conclusion of the meeting and the said report shall be verified by his affidavit. COMPANY JUDGE 9