IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 369 OF 2010. In the matter of the Companies Act, 1 of 1956; AND In the matter of Sections 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of AERO TRANS (INDIA) PRIVATE LIMITED, GLINK EXPRESS CARGO PRIVATE LIMITED and MERCHANT TRAVELS PRIVATE LIMITED with UNIMARINE AGENCIES PRIVATE LIMITED MERCHANT TRAVELS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Hornby Building, 1st Floor, 174, D. N. Road, Mumbai – 400 001. ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Vazifdar, J Date: 11th June, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 3rd day of May, 2010 of Mr. Samsuddin Shroff, Authorised 1 Signatory of the Applicant Company, in support of the Summons for Directions and the exhibit therein referred to, 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 AERO TRANS (INDIA) PRIVATE LIMITED, the First Transferor Company, GLINK EXPRESS CARGO PRIVATE LIMITED, the Second Transferor Company and MERCHANT TRAVELS PRIVATE LIMITED, the Applicant / Third Transferor Company with UNIMARINE AGENCIES PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “B-1” to “B-3” to the Affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in Paragraph 25 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 of the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Amalgamation of AERO TRANS (INDIA) PRIVATE LIMITED, the First Transferor Company, GLINK EXPRESS CARGO PRIVATE LIMITED, the Second Transferor Company and MERCHANT TRAVELS PRIVATE LIMITED, the Applicant / Third Transferor Company with UNIMARINE AGENCIES PRIVATE LIMITED, the Transferee Company, is dispensed with in view of the averments made in 2 paragraph 26 of the Affidavit in support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi, both having circulation in Mumbai. The undertaking is accepted. (S. J. Vazifdar, J) 3