IN THE HIGH COURT OF JUDICTAURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1496 OF 2008 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of the Scheme of Amalgamation between Jakari Express Private Limited and Jakari Holdings Private Limited and their respective shareholders and creditors; And In the matter of Jakari Express Private Limited, a Company incorporated under the Companies Act, 1956, having its registered office at 12th floor Krushal Commercial Complex, above Shoppers Stop, G. M. Road Chembur (West), Mumbai 400089. Jakari Express Private Limited, a Company ) incorporated under the Companies Act ) 1956, having its registered office at ) 12 th floor Krushal Commercial Complex, ) above Shoppers Stop, G. M. Road, ) Chembur (West), Mumbai 400089 ) …Applicant CORAM: A. M. Khanwilkar J. DATE: 24 th October 2008 MINUTES OF THE ORDER Upon the application of the abovementioned Company by Summons for Directions and UPON HEARING Ms. Saeeda Bandukwala, Counsel 1 instructed by J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit of Mr. Sameer Aurangabadwalla dated 17th October 2008 and the Exhibits therein referred to (Exhibit “C” being a copy of the proposed Scheme of Amalgamation and Exhibits “E” being the joint letter of consent of the equity shareholders) IT IS ORDERED: 1. That the requirement of convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if through fit, approving, with or without modification, the Scheme of Amalgamation of the Applicant with Jakari Holdings Private Limited, the Transferee Company, is hereby dispensed with, in view of the joint letter of consent received from all the Equity Shareholders of the Applicant, giving their consent to dispense with the said meeting which is annexed as Exhibit E to the Affidavit in support of the Summons for Directions. 2. There are no Secured and Unsecured Creditors of the Applicant Company, as mentioned in paragraph 12 of the Affidavit- in-support of Summons for Direction. Hence, the question of convening and holding the meeting of Secured and Unsecured Creditors does not arise. Company Judge 2