1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 284 OF 2010 In the matter of Companies Act, 1956; And In the matter of the Sections 391 to 394 of the Companies Act, 1956; And In the matter of Sealand Terminals Pvt.Ltd.. a company incorporated under the provisions of the Companies Act, 1956 having its registered office at 5th floor, Diamond Square, Kalina , Santacruz (E), Mumbai 400 098 And In the matter of Scheme of Arrangement between Sealand Terminals Pvt.Ltd., Allcargo Global Logistics Ltd. and their respective shareholders and creditors. Allcargo Global Logistics Ltd. ) a company incorporated under the provisions) of the Companies Act, 1956 having its ) registered office at 5th floor, Diamond ) Square, Kalina , Santacruz (E), Mumbai ) 400 098 ) ..…… Applicant Company /Transferee Company Called Summons for Direction 2 Coram: S.J.KATHAWALLA, J Dated : 22nd April,2010. Mr.Shyam Mehta Sr.Counsel i/b Tyabji Dayabhai Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicants Company abovenamed by Summons for Direction and upon hearing Senior Counsel Shyam Mehta instructed by Tyabji Dayabhai, Advocates for the Applicant Company and upon reading the Affidavit and Further Affidavit of Mr.Shailesh Dholakia, the Company Secretary of the Applicant Company affirmed on 30th March 2010 and 17th April 2010 respectively and the Exhibits referred to therein; IT IS HEREBY ORDERED (1) THAT a meeting of the Equity Shareholders of the Applicant Company be convened and held at 5th floor, Diamond Square, Kalina , Santacruz (E), Mumbai 400 098, on Thursday the 20th day of May 2010 at 11.30 a.m. or soon thereafter for the purpose of considering and, if thought fit, pass with or without modifications, the Scheme of Arrangement between Sealand Terminals Pvt. Ltd. i.e. the Transferor Company, Allcargo Global Logistics Ltd. i.e. the Applicant Company and their respective shareholders and creditors; (2) THAT at least 21 clear days before the said meetings to be held as aforesaid, notice convening the said meeting indicating the day, date, place and time as aforesaid be published once each in “Free Press 3 Journal” (Mumbai edition) and the Marathi translation thereof in “Maharashtra Times” (Mumbai edition), stating that copies of the Scheme of Arrangement between Sealand Terminals Pvt Ltd.i.e. Transferor Company, Allcargo Global Logistics Ltd. i.e. Applicant Company and their respective shareholders and creditors, the Explanatory Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 and Form of Proxy, can be obtained free of charge at the registered office of the Applicant Company and/or at its Advocates’ office i.e. Tyabji Dayabhai, Lentin Chambers 1st floor, Dalal Street, Fort, Mumbai 400-023; (3) THAT in addition, at least 21 clear days before the said meetings to be held as aforesaid, notice convening the said meeting indicating the day, date, place and the time as aforesaid, together with a copy of the Scheme, the Explanatory Statement required to be sent under Section 393 of the Companies Act, 1956 and the prescribed Form of Proxy be sent under certificate of posting, addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses; (4) THAT the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act, 1956 to accompany the notice by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: a) advertise the Notice convening meeting as per Form No. 36 (Rule 74); 4 b) issue Notice convening meeting of the shareholders as per Form 36 (Rule 74); c) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; d) issue Form of Proxy as per Form No. 37 (Rule 73). The undertaking is accepted. (5) THAT Mr.Shashi Kiran Shetty, the Chairman and Managing Director of the Applicant Company, failing him, Mr.Keki Elavia an Independent Director of the Applicant Company and, failing him, Mr.Adarsh Hegde, Executive Director of the Applicant Company, shall be the Chairman of the aforesaid meetings of the Equity Shareholders of the Applicant Company to be held on 20th day of May 2010 or at any adjournment or adjournments thereof. (6) THAT the Chairman appointed for the aforesaid meetings do issue advertisements and send out notices of the said meetings referred to above. It is further directed that the Chairman of the said meetings shall have all powers under the Articles of Association of the Applicant Company and the Company (Court) Rules, 1959 in relation to conduct of the said meetings, including to decide any procedural questions that may arise at the said meetings or at any adjournment or adjournments thereof or on any other matter including the amendment/s to the Scheme or resolution, if any, proposed at the said meetings by any person(s) and to ascertain the decision of or the sense of the meeting by a poll. 5 (7) THAT the quorum for the said meetings of Equity Shareholders shall be 5 (five) present in person. (8) THAT the voting by proxy/authorized representative is permitted provided that the proxy in the prescribed form/authorisation duly signed by the person entitled to attend and vote at the aforesaid meetings or by his authorised representative, is filed with the Applicant Company at its registered office at 5th floor, Diamond Square, CST Road, Kalina, Santacruz (E), Mumbai 400 098 not later than 48 hours before the said meetings, as provided under Rule 70 of the Company (Court ) Rules 1959. (9) THAT the number and value of the shares of each equity shareholder shall be in accordance with the records or registers of the Applicant Company and where the entries in the records or registers are disputed, the Chairman of the meeting shall determine the number and value for the purposes of the meetings and the decision in that behalf would be final. (10) THAT the Chairman do report to this Hon’ble Court, the result of the said meetings within 21 days of the conclusion of the said meetings and the said Reports shall be verified by his affidavit. (11) THAT convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of approving, with or without modifications, the Arrangement embodied in the Scheme of Arrangement between Sealand Terminals Pvt. Ltd i.e. the Transferor Company and Allcargo Global Logistics Ltd. i.e. the Aplicant/ 6 Transferee Company and their respective shareholders and creditors, is dispensed with in view of the averments made in Paragraphs 16 and 18 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notices of the hearing of the Company Petition by R.P.A.D. upon all its Secured Creditors and also to publish the same in two local newspapers, viz. Free Press Journal (Mumbai edition) and the Marathi translation thereof in Maharashtra Times (Mumbai edition) both having circulation in Mumbai. The undertaking is accepted. (12) THAT convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of approving, with or without modifications, the Arrangement embodied in the Scheme of Arrangement between Sealand Terminals Pvt. Ltd i.e. the Transferor Company and Allcargo Global Logistics Ltd. i.e. the Applicant/Transferee Company and their respective shareholders and creditors, is dispensed with in view of the averments made in Paragraphs 16 and 19 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notices of the hearing of the Company Petition by R.P.A.D. upon all its Unsecured Creditors and also to publish the same in two local newspapers, viz. Free Press Journal (Mumbai edition) and the Marathi translation thereof in Maharashtra Times (Mumbai edition) both having circulation in Mumbai. The undertaking is accepted. (S. J. Kathawalla J)