1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGIONAL CIVIL JURISDICTION COMPANY APPLICATION NO.443 OF 2009 In the matter of Sections 391 & 394 of Companies Act, 1956’ AND In the matter of Scheme of Amalgamation of Horizon Aquaculture Private Limited, “First Amalgamating Company” and Salasar Barter Private Limited (“Second Amalgamating Company) with West Coast Waterbase Private Limited, (Amalgamated Company) and their respective members. West Coast Waterbase Private Limited, a Company } Incorporated under the provisions of Companies Act, } 1956 having its registered office at 133, C Wing, Mittal} Tower, Nariman Point, Mumbai 400 021. } ....Applicant Company Called Summons for Direction CORAM: S. C. DHARMADHIKARI J DATE: 23rd April, 2009 Mr. Hemant Sethi i/b Hemant Sethi & Co. Advocates for Applicant MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Hemant Sethi i/b Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON 2 READING the Affidavit dated April 2, 2009 of Mr. Dilip Gukhoru , Authorised Signatory of the Applicant Company in support of Summons for Directions, IT IS ORDERED THAT: 1. The convening and holding of the meeting of the Equity Shareholders of West Coast Waterbase 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 Horizon Aquaculture Private Limited, the First Amalgamating Company and Salasar Barter Private Limited, the Second Amalgamating Company with West Coast Waterbase Private Limited, the Applicant/Transferee /(Amalgamated Company) and their respective members (“Scheme”) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits I-1 to I-18 to the affidavit in support of the Summons for Directions. 2. The convening and holding of the meetings of the Secured and Unsecured Creditors of West Coast Waterbase 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 Horizon Aquaculture Private Limited, the First Amalgamating Company and Salasar Barter 3 Private Limited, the Second Amalgamating Company with West Coast Waterbase Private Limited, the Applicant/ Transferee / (Amalgamated Company) and their respective members (“Scheme”) is dispensed with in view of averments made in paragraph twenty seven of affidavit in support of the Summons for Directions. Applicant Company undertakes to give individual notices by RPAD to all its Creditors of the date of hearing of petition. The said undertaking is accepted. (S. C. DHARMADHIKARI J)