1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.355 OF 2009 In the matter of the Companies Act, 1956 (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 James Mackintosh and Company Shipping Services Private Limited and James Mackintosh Marine (Agencies) Private Limited with James Mackintosh & Company Private Limited and their respective Shareholders Called for Summons for Direction Coram: A. M. KHANWILKAR, J Date: 9th April, 2009 0.0.0.0.0.1 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant 0.1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 13th March James Mackintosh & Company Private Limited, an existing Company incorporated under the Indian Companies Act, 1913 (VII of 1913) and having its registered office at Commissariat Building, 231 D N Road. Mumbai – 400001 ) ) ) ) )….…Applicant Company 2 2009 of Mr. A. Ravishankar, Authorised Signatory of the Applicant Company, in support of Summons for Directions , IT IS ORDERED: a) That the convening and holding of the meeting of the Equity Shareholders of James Mackintosh & Company Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of James Mackintosh And Company Shipping Services Private Limited, the First Transferor Company and James Mackintosh Marine (Agencies) Private Limited, the Second Transferor Company with James Mackintosh & Company Private Limited, the Applicant/ Transferee Company is dispensed with in view of consents given by all the equity shareholders holding 100% of the Equity Share Capital of the Applicant Company, which is annexed as Exhibits L1 to L5 to the affidavit in support of the Summons for Direction. b) That the convening and holding of the meetings of Secured and Unsecured Creditors of James Mackintosh & Company Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of James Mackintosh And Company Shipping Services Private Limited, the First Transferor Company and James Mackintosh Marine (Agencies) Private Limited, the Second Transferor Company with James Mackintosh & Company Private Limited, the Applicant/ Transferee Company is dispensed with in view of averments made in paragraph ten of the affidavit in support of the Summons for Direction. Applicant undertakes to give individual notices to all its Secured and Unsecured Creditors of the date of hearing of petition. The said undertaking is accepted 3 (A. M. KHANWILKAR J)