1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 635 OF 2011 In the matter of Section 391 & 394 of the Companies Act, 1956 ; And In the matter of Scheme of Amalgamation Of Freight Experts International Private Limited with FEI Cargo Limited And their Respective Shareholders FEI Cargo Limited, } A Company incorporated under the provisions } Of Companies Act, 1956 having its Registered } Office at A-103, Mangalya, Marol Maroshi Road, } Marol Naka, Andheri (East), Mumbai – 400059. } …..Applicant Company Called Summons for Direction Coram: S. C DHARMADHIKARI, J DATE : 21st OCTOBER , 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 3rd October 2011 of Mr. Abhijeet Nair, Director of the Applicant Company, in support of the Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 2 1. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at A/102, Mangalya, Marol Maroshi Road, Andheri (E),Mumbai – 400 059 on Tuesday, 29th day of November, 2011 at 02.30 PM, for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Freight Experts International Private Limited with FEI Cargo Limited and their respective Shareholders and Creditors. 2. That at least 21 clear days before the meeting to be held as aforesaid, notice convening the said meeting, indicating the day, the date, the place and time as aforesaid, together with a copy of the Scheme of Amalgamation, copy of Explanatory Statement as required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of Proxy shall be sent by Courier or by Registered Post A/D, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 3. That, in addition, at least 21 days clear days before the meeting to be held as aforesaid, an advertisement convening the said meeting, indicating the day, the date and the place and time as aforesaid, stating that the copies of the Scheme of Amalgamation, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and form of proxy can be obtained free of charge from the registered office of the Applicant Company as aforesaid and/or at its Advocates office at 1602, Nav Parmanu, behind Amar Cinema, Chembur, Mumbai 400071, be inserted once in each of two newspapers, viz. Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi (both Mumbai Edition). Publication thereof in Maharashtra Government Gazette is dispensed with. 4. That settling and approving of the form of advertisement, form of proxy, the form of notice and the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this 3 Court is dispensed with. The Applicant Company undertakes to:- (a) advertise the Notice convening the meeting as per Form No. 38 (Rule 74); (b) issue Notice convening meeting of the Equity Shareholders as per Form No. 36 (Rule 73); (c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; (d) issue Form of Proxy as per Form No. 37 (Rule 73). The Undertaking is accepted. 5. That Mr. K.S.P. Nair, Chairman of the Applicant Company and, in his absence, Mr. Abhijeet Nair, also a Director of the Applicant Company and in his absence Mrs. Vidhi Abhijeet Nair, also a Director of the Applicant Company shall be the Chairman of the meeting of the Equity Shareholders to be held on Tuesday, 29th day of November 2011 or at any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting to issue advertisements and send out notices of the said meeting referred to above. It is further directed that the Chairman of the meeting shall have all powers as per the Articles of Association and also under the Companies (Court) Rules, 1959 in relation to the conduct of the meeting including for deciding any procedural questions that may arise at the meeting or at any adjournment or adjournments thereof or on any other matter including the amendment(s) to the Scheme of Arrangement or Resolutions if any, proposed at the meeting by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 7. That the quorum for the meeting of Equity Shareholders shall be 5 (five) Equity shareholders of the Applicant Company present in person. 4 8. That the voting by proxy /authorised representative is permitted provided that proxy in the prescribed form and authorization duly signed by the person entitled to attend and vote at the aforesaid meeting or by his Authorised Representative, is filed with the Applicant Company at its Registered office at A-103, Mangalya, Marol Maroshi Road, Marol Naka, Andheri (East), Mumbai – 400059. not later than 48 hours before the said meeting as required under Rule 70 of the Companies (Court) Rules, 1959. 9. That the number of the shares held by each shareholder shall be in accordance with the record or register of the Applicant Company and where the entries in the register are disputed, the Chairman of the meeting shall determine the number for the purposes of the meeting. 10.That the Chairman to report to this Court, the result of the said meeting within 30 days of the conclusion of the meeting and the said Report shall be verified by an affidavit. 11.That the convening and holding of the meeting of Secured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Freight Experts International Private Limited with FEI Cargo Limited and their respective Shareholders and Creditors is dispensed with in view of averments made in paragraph 12 of the Affidavit in support of Company Summons of Direction. The Applicant Company has also undertaken to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Secured Creditors and to publish the notices of hearing of the Petition in two local newspapers, viz., ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi (both Mumbai Edition). The Undertaking is accepted. 12.That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without 5 modification(s), the proposed Scheme of Amalgamation of Freight Experts International Private Limited with FEI Cargo Limited and their respective Shareholders and Creditors is dispensed with in view of averments made in paragraph 13 of the Affidavit in support of Company Summons of Direction. The Applicant Company has also undertaken to issue individual notice of the date of hearing of Petition by Registered Post A.D. to all its Unsecured Creditors and to publish the notices of hearing of the Petition in two local newspapers, viz., Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi (both Mumbai Edition). The Undertaking is accepted. (S.C. DHARMADHIKARI, J)