IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.596 of 2009 In the matter of 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 Arrangement between EDGE FINE PRINT PRIVATE LIMITED & MORNING GLORY INVESTMENTS LTD,, (Transferor Companies) AND SHIPPING TIMES [INDIA] PRIVATE LIMITED; (Transferee Company) AND THEIR RESPECTIVE SHAREHOLDERS Under Section 391 to 394 of the Companies Act, 1956. SHIPPING TIMES [INDIA] PRIVATE LIMITED ) a company incorporated under Companies Act, ) 1956 and having registered office at 26, Ratna ) Jyoti Industrial Estate, Irla Lane, Vile Parle (West), ) Mumbai-400 056. ) …Applicant Company CORAM: A. M. Khanwilkar J. Date : 8th May, 2009 Mr. L.G. Waingankar & Mr. R.N. Patil , Advocates for Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. L.G.Waingankar and R.N. Patil, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 8th day of April, 2009 of Mr. Nikhil Modi, Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Major Brands (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Arrangement embodied in the Scheme of Arrangement between Edge Fine Print Private Ltd., or EFPPL and Morning Glory Investments Limited or MGIL and Shipping Times (India) Private Limited (“the Applicant Company” or “the Resulting Company” or “MBPL”) and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, 2 which are annexed as Exhibits E, E1 to E41 to the affidavit in support of the Summons for Directions. 2. There are no Secured or Unsecured Creditors of the Applicant Company as mentioned in paragraph 16 of the Affidavit in support of Summons for Direction. Hence, question of convening and holding the meeting of Secured and Unsecured Creditor does not arise. Company Judge 3