IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.654 OF 2009 In the matter of Companies Act, 1956 And In the matter of EDS International Private Limited; And In the matter of Sections 391 and 394 of the Companies Act, 1956; And In the matter of Amalgamation of E.D.S. Cargo Private Limited (ECPL); with EDS International Private Limited (EIPL). EDS International Private Limited, ) a Company incorporated under the provisions) of the Companies Act, 1956 having its ) Registered Office at 9, Abbas Manzil, ) Chakala Junction, Sahar Road, ) Andheri (East), Mumbai - 400 099 ) .... Applicant Company CALLED SUMMONS FOR DIRECTION Coram: A. M. Khanwilkar, J. Date: 18th June, 2009 Mr. M. P. Vora for Applicant MINUTES OF THE ORDER Upon the application of the abovenamed Company, by Summons dated 29th day of May 2009 upon hearing Shri Maulik P. Vora Advocate for 1 the Company and upon reading the Affidavit of Rajendrakumar Ghuwalewala filed on 29th day of May, 2009 alongwith further Affidavit of Rajendrakumar Ghuwalewala filed on 9th day of June 2009 and the Exhibits therein referred to Exhibit C being a copy of the Proposed Scheme of Amalgamation, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and, if thought fit to approve, the proposed Scheme of Amalgamation of E.D.S. Cargo Pvt. Ltd., the Transferor Company with the Applicant/Transferee Company, is dispensed with in view of the consents in writing given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “G” to “G-3“ 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 14b of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors do not arise. 3. That convening and holding the meeting of the Sundry Creditors of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of E.D.S. Cargo Pvt. Ltd., the Transferor Company with the Applicant/Transferee Company, is dispensed with in view of the averments made in paragraph 14a to 14d of the Affidavit in support of the Summons for Direction. Company Judge 2