Applicant I IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 456 OF 2010 In the matter of Sections 391 to 394 of Companies Act, 1956 (Act I of 1956); And In the matter of Kaybee Marine Consultants Private Limited And In the matter of the Scheme of Amalgamation of :- (i)DELTA SHIPPING COMPANY PRIVATE LIMITED (ii) KAYBEE MARINE CONSULTANTS PRIVATE LIMITED, (iii) INTERNATIONAL MARINE & AIRFREIGHT SERVICES PRIVATE LIMITED, (iv) M.B.S. ESTATES AND DEVELOPMENT PRIVATE LIMITED (v) MARINE CARRIERS PRIVATE LIMITED (vi) SAMRAT CONTAINER TERMINALS PRIVATE LIMITED with (vii)SAMRAT SHIPPING & TRANSPORT SYSTEMS PRIVATE LIMITED KAYBEE MARINE CONSULTANTS ) PRIVATE LIMITED a ) Company incorporated under the ) Companies Act, 1956 (Act I of 1956 ) having its registered office at 88A, ) Jolly Maker Chambers No.2, Nariman ) Point, Mumbai 400 021 ) CALLED SUMMONS FOR DIRECTION Coram: S.J. Vazifdar, J. Date: 2nd July 2010 Mrs. Jyoti N. Shah i./b. Mis Daru Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by a Summons for Direction and UPON HEARING Mrs. Jyoti N. Shah i/b Ms. Daru Shah & Co. Advocates for the Applicant Company , AND UPON READING the Affidavit dated 14th June, 2010 of Shri Vaishnav Shorilal Puri, Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- [1] That in view of the Applicant Company having obtained the consents in writing of all its Equity Shareholders, which are annexed as Exhibits "81" and "82" to the Affidavit in support of the Summons for Direction, the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of DELTA SHIPPING COMPANY PRIVATE LIMITED, KAYBEE MARINE CONSULTANTS PRIVATE LIMITED, INTERNATIONAL MARINE & AIRFREIGHT SERVICES PRIVATE LIMITED, M.B.S. ESTATES AND DEVELOPMENT PRIVATE LIMITED, MARINE CARRIERS PRIVATE LIMITED, and SAMRAT CONTAINER TERMINALS PRIVATE LIMITED (collectively the 'Transferor Companies') with SAMRAT SHIPPING & TRANSPORT SYSTEMS PRIVATE LIMITED (the 'Transferee Company') is dispensed with. [2] That the Applicant Company has no Preference Shareholders, as stated in Paragraph 4 of the Affidavit in support of the Summon for Direction. Hence, 3 the question of convening and holding the meeting of Preference Shareholder does nor arise, [3] That the Applicant Company has no Secured Creditors, as stated in Paragraph 23 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding the meeting of Secured Creditor does not arise. [4] That in view of the consents given by all the Unsecured Creditors of the Applicant Company which are annexed as Exhibits C1 to C5 to the Affidavit in support of the Summons for Direction, the convening and holding of the meeting of Unsecured Creditor of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Amalgamation of DELTA SHIPPING COMPANY PRIVATE LIMITED, KAYBEE MARINE CONSULTANTS PRIVATE LIMITED, INTERNATIONAL MARINE & AIRFREIGHT SERVICES PRIVATE LIMITED, M.B.S. ESTATES AND DEVELOPMENT PRIVATE LIMITED, MARINE CARRIERS PRIVATE LIMITED, and SAMRAT CONTAINER TERMINALS PRIVATE LIMITED with SAMRAT SHIPPING & TRANSPORT SYSTEMS PRIVATE LIMITED is dispensed with. (S.J. Vazifdar, J.)