1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.356 OF 2009 In the matter of the 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 Amalgamation of James Mackintosh and Company Shipping Services Private Limited and James Mackintosh Marine (Agencies) Private Limited with James Mackintosh & Company Private Limited and their respective Shareholders James Mackintosh And Company Shipping Services Private Limited, a Company incorporated under the Companies Act, 1956 having its registered office at Commissariat Building, 231 D. N Road. Mumbai – 400001 ) ) ) ) ) ……… Applicant Company Called for Summons for Direction Coram A. M. KHANWILKAR. J Date: 9th April, 2009 0.0.0.0.0.1 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant 0.1 MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co. Advocates for Applicant Company, AND UPON READING the Affidavit dated 13th March 2 2009 of Mr. A. Ravishankar, Authorised Signatory of the Applicant Company, in support of Summons for Directions , IT IS ORDERED: a) That the convening and holding of the meeting of the Equity Shareholders of James Mackintosh And Company Shipping Services Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Amalgamation of James Mackintosh And Company Shipping Services Private Limited, the Applicant/First Transferor Company and James Mackintosh Marine (Agencies) Private Limited, the Second Transferor Company with James Mackintosh & Company Private Limited, the Transferee Company is dispensed with in view of consents given by all the equity shareholders holding 100% of the Equity Share Capital of the Applicant Company, which is annexed as Exhibit C to the affidavit in support of the Summons for Directions. b) There are no Secured and Unsecured Creditors in the Applicant Company as mentioned in paragraph nine of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. (A. M. KHANWILKAR J)