IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1512 OF 2008 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 THE OCEANIC SHIPPING AGENCY PRIVATE LIMITED AND MARINE TRANSPORT COMPANY PRIVATE LIMITED WITH TRANSOCEAN SHIPPING AGENCY LIMITED …Transferee Company TRANSOCEAN SHIPPING AGENCY LIMITED,) a Company incorporated under the ) Companies Act, 1956 having its ) Registered Office at Darabshaw House, ) Ballard Estate, Mumbai – 400 038. ) …. Petitioner Called Summons for Direction Coram: A. M. Khanwilkar, J. Dated: 14 th November, 2008 MINUTES OF ORDER Upon application of the above- named company by Summons for Direction, upon hearing Shri Khushroo K. Driver, advocate of the 1 company and upon reading the Affidavit dated 13th October, 2008 of Mr. Tushad Dubash, IT IS ORDERED: (1) That the convening and holding the meeting of Equity Shareholders of the Applicant Company , for the purpose of considering and, if thought fit, approving, with or without modification (s), the proposed Scheme of Amalgamation of The Oceanic Shipping Agency Private Limited and Marine Transport Company Private Limited with Transocean Shipping Agency Limited is dispensed with in view of the consents given by all Equity Shareholders of the Applicant Company which are annexed as Exhibits B-1, B-2, B-3, B-4 and B-5 to the Affidavit in support of Summons for Direction. (2) That there are no Secured Creditors of the Applicant Company as mentioned in paragraph No. 14 of the Affidavit in support of Summons for Direction, hence the question of convening and holding the meeting of Secured Creditors does not arise. (3) That a meeting of the Unsecured Creditors of the Applicant Company shall be convened and held at the Registered Office of the Company at Darabshaw House, Ballard Estate, Mumbai 400 038 on Wednesday, the 10th day of December, 2008 at 11 o’ clock in the forenoon, for the purpose of considering, and if thought fit, 2 approving, with or without modifications, the proposed Scheme of Amalgamation of The Oceanic Shipping Agency Private Limited and Marine Transport Company Private Limited with Transocean Shipping Agency Limited. (4) That at least 21 days before the day appointed for the meeting, an advertisement convening the same and stating the copies of the said compromise or arrangement and of the statement required to be furnished pursuant to Section 393 and forms of Proxy can be obtained free of charge at the Registered Office of the Company or at the office of its Advocate be inserted once in the Maharashtra Government Gazette and once in each of the ‘Free Press Journal’ in English circulated at Mumbai and ‘Maharashtra Times’ in Marathi circulated at Mumbai. (5) That, in addition, at least 21 clear days before the meeting of the Unsecured Creditors of the Company to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the said compromise or arrangement, a copy of the statement required to be sent under Section 393, and the prescribed Form of proxy, shall be sent by prepaid letter post under 3 Certificate of posting addressed to each of the Unsecured Creditors at their respective registered or last known addresses. (6) That the settling and approving of the form of advertisement, form of proxy, 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 undertakes to: (i) issue notice convening meeting of the unsecured creditors as per Form No. 36 (Rule 73); (ii) issue Form of Proxy as per Form No. 37 (Rule 73). (iii) advertise the Notice convening meeting as per Form No.38 (Rule 74); (iv) issue statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted. (7) That Shri Tushad B. Dubash and failing him Shri Arvind D. Dubash, shall be the Chairman of the meeting to be held on 10th December, 2008 as aforesaid. 4 (8) That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred above. (9) That the quorum for the said meeting shall be one of the total two unsecured creditors of the company. (10) That voting by proxy / authorized representative be permitted, provided that a proxy in the prescribed form / authorization duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at Darabshaw House, Ballard Estate, Mumbai 400 038 not later that 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. (11) That the value of each creditor shall be in accordance with the books of the company, and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting. (12) And it is further ordered that the Chairman do report to this court the result of the said meeting within 21 days of the conclusion of the meeting and the said report shall be verified by his affidavit. 5 COMPANY JUDGE 6