IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1560 OF 2008 In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 read with 100 to 105 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. S. ROSE AND COMPANY LIMITED, a company incorporated under the Companies Act, 1913 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 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 Company, TRADE WINGS INFO NET PRIVATE LIMITED, the Eighth 2 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 Applicant /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 “X-1” to “X-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. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 60 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 Amalgamation of TRADE WINGS INSTITUTE OF MANAGEMENT LIMITED, the First Transferor Company, BULLFINCH HOLDINGS LIMITED, the Applicant /Second Transferor Company, SEA RIDERS LOGISTICS PRIVATE LIMITED, the Third Transferor Company, TRADE WINGS SERVICES PRIVATE LIMITED, the Fourth Transferor Company, TRADE WINGS SECURITIES 3 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 is dispensed with in view of the consent given by all the unsecured Creditors of the Applicant Company as on date, which are annexed as Exhibit “Y-1” to “Y-10” 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 the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on August 27, 2008 and in view of the averment made in paragraph (62) of the Affidavit dated the 7th day of November, 2008 of Mr. P.A. Chotrani that the reduction of equity share capital and utilisation of reserve account 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 4 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 5