IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.825 OF 2009 In the matter of Companies Act of 1956; And In the matter of Section 391 & 394 of the Companies Act of 1956; And In the matter of the Scheme of Arrangement between DHL Lemuir Logistics Private Limited and the holders of Class B Equity Shares DHL Lemuir Logistics Private Limited ) an existing company incorporated ) and registered under the Companies Act, ) 1956 and having its Registered Office at ) 8th Floor, The Leela Galleria, ) Andheri Kurla Road, Andheri East, ) Mumbai - 400059. ) …Applicant 1 CORAM: S. J. Kathawalla, J. Date: 14th August, 2009 Mr. Naushad Engineer i/b Desai & Diwanji for Applicant. MINUTES OF THE ORDER Upon the application of the above-named company by Summons for Direction AND upon hearing Shri Naushad Engineer, Counsel, instructed by Desai & Diwanji, Advocates for the Applicant Company, AND upon reading the affidavit dated 25th June, 2009 of Shri Rodney Pereira, Authorised Signatory of the Applicant Company in support of Summons for Direction, and the exhibits therein referred to, IT IS ORDERED THAT: 1. The requirement to convene and hold a meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Arrangement between DHL Lemuir Logistics Private Limited and holders of Class B Equity Shares, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant which are annexed as Exhibits “J1” to “J12” to the Affidavit in support of the Summons for Directions. 2 2. There are no secured creditors of the Applicant as mentioned in paragraph No.20 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of secured creditors does not arise. 3. That the requirement to convene and hold a meeting of the unsecured creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the arrangement embodied in the Scheme of Arrangement between DHL Lemuir Logistics Private Limited and holders of Class B Equity Shares, is dispensed with in view of the averments made in paragraph Nos.22 and 25 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to issue individual notice of the date of hearing the petition by Registered Post Acknowledgement Due to all its unsecured creditors and also to publish the same in one issue each of 'Free Press Journal' in the English language and 'Maharashtra Times' in Marathi language, circulating in Mumbai. The said undertaking is accepted. 4. Certified copy of this order is expedited. COMPANY JUDGE 3