1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1092 OF 2009 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 JUPITER AIR (INDIA) PRIVATE LIMITED with JTB JUPITER EXPRESS SERVICES PRIVATE LIMITED. JUPITER AIR (INDIA) PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at N.K.M International House, 6th Floor, B. M. Chinai Marg, 178, Backbay Reclamation, Mumbai – 400 020. ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 16th October, 2009 2 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant 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 12th day of October, 2009 of Mr. Murtuza Lakkadghat, General Manager 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 JUPITER AIR (INDIA) PRIVATE LIMITED, “the Applicant / Transferor Company” with JTB JUPITER EXPRESS SERVICES 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 Exhibit “B-1” to “B-5” to the affidavit in support of the Summons for Direction. 2. There are no Secured and Unsecured Creditors of the Applicant Company as mentioned in paragraph 15 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. 3. That the convening and holding the meeting of the sole Unsecured Loan Creditor of the Applicant Company to consider and approve the proposed 3 Arrangement embodied in the Scheme of Amalgamation of JUPITER AIR (INDIA) PRIVATE LIMITED, “the Applicant / Transferor Company” with JTB JUPITER EXPRESS SERVICES PRIVATE LIMITED, the Transferee Company is dispensed with in view of the consents given by the sole Unsecured Loan Creditor of the Applicant Company, which are annexed as Exhibit “C” to the affidavit in support of the Summons for Direction. . (S. J. Kathawalla, J.)