IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1177 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of PREETI LOGISTICS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at “Survey No. 137 / 1A/ 1, at Ajivali Village, Old Mumbai – Pune highway, (NH-4) Taluka - Panvel, Dist. Raigad - 410206. AND In the matter of SCHEME OF AMALGAMATION BETWEEN PREETI LOGISTICS LIMITED (PLL), … Transferor Company AND NAVKAR CORPORATION LIMITED (NCL), …Transferee Company PREETI LOGISTICS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at “Survey No.137 / 1A/ 1, at Ajivali Village, 1 Old Mumbai –Pune highway, (NH-4) Taluka - Panvel, Dist. Raigad - 410206. ……Applicant / Transferor Company Called Summons for Direction Coram: Dr. D.Y. Chandrachud J. Date : 20th November 2009 Mr. Nasir Ali Rizvi i/b. M/s. Thakore Jariwala & Associates for Applicant. MINUTES OF THE ORDER UPON the application of Preeti Logistics Limited, the Applicant above named by Summons for Direction, AND UPON hearing Shri. Naser Ali Rizvi, Advocate for the Applicant Company, and upon reading the Affidavit dated 10th November 2009 of Shri Jayesh Nemichand Mehta, Director of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ 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 / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Preeti Logistics Limited, the Applicant / Transferor Company with Navkar Corporation Limited, the Transferee Company, is dispensed with in view of the consents given by all the Equity 2 Shareholders of the Applicant / Transferor Company, which are annexed as Exhibits ‘J1 to J-7 ’ to the Affidavit – in – Support of the Summons for directions. 2. That convening and holding the Meeting of the Secured Creditors, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Preeti Logistics Limited with Navkar Corporation Limited is dispensed with in view of the averments made in paragraph 28 of the Affidavit – in – Support of the Summons for direction and in view of the consents given by 5 out of 12 Secured Creditors of the Applicant Company representing 41.66 % in number and 64.33% in value of the total secured creditors, which are annexed as Exhibits ‘K-1’ to ‘K-5’ to the Affidavit – in – Support of the Summons for directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Secured Creditors whose consents are not obtained. The said Undertaking is accepted. 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the 3 arrangement embodied in the Scheme of Amalgamation of Preeti Logistics Limited with Navkar Corporation Limited is dispensed with in view of the averments made in paragraph 29 of the Affidavit – in – Support of the Summons for Direction and in view of the consents given by 2 out of 10 Unsecured Creditors of the Applicant Company representing 20% in number and 27.44% in value of the total unsecured creditors, which are annexed as Exhibits ‘L-1’ and ‘L-2’ to the Affidavit – in – Support of the Summons for Directions. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors whose consents are not obtained. The said Undertaking is accepted. 4. That in view of the averments made in paragraph 30 of the Affidavit in Support of Summons for Direction, the requirements of filing of the separate Application / Petition by Navkar Corporation Limited, the Transferee Company is dispensed with. (Dr. D.Y. Chandrachud, J.) 4