IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 17 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of Vyoman Leisure and Infravest India Private Limited ( ‘the Transferor Company’) With Pan India Paryatan Private Limited (‘the Applicant/ Transferee Company’) And their respective Shareholders PAN INDIA PARYATAN PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 10th floor, Times Tower, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai – 400 013. ) ) ) ) ) ) ) ) ……..Applicant Company Called for Summons for Direction Coram: S. C. Dharmadhikari, J Date: 14th January, 2011 Mr. Rajesh Shah i/b. M/s Rajesh Shah & Co., Advocate for the Applicant 1 MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 6th January, 2011 of Mr. Damodar Balduwa, Chief Financial Officer and Company Secretary of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1. That convening and holding the meeting of the Equity Shareholders of Pan India Paryatan Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of Vyoman Leisure and Infravest India Private Limited, ‘the Transferor Company’ with Pan India Paryatan Private Limited, the Applicant/ Transferee Company’ and their respective shareholders is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘H1’ and ‘H2’ to the Affidavit in support of the Summons for Direction. 2. That convening and holding the meeting of the Preference Shareholders of Pan India Paryatan Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), 2 the proposed Scheme of Amalgamation of Vyoman Leisure and Infravest India Private Limited ‘the Transferor Company’ with Pan India Paryatan Private Limited ,‘the Applicant/Transferee Company’ and their respective shareholders is dispensed with in view of the consents given by all the Preference Shareholders of the Applicant Company, which are annexed as Exhibits ‘J1’ to ‘J6’ to the Affidavit in support of the Summons for Direction. 3. That convening and holding the meeting of the Secured Creditors of Pan India Paryatan Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Vyoman Leisure and Infravest India Private Limited,‘the Transferor Company’ with Pan India Paryatan Private Limited,‘the Applicant / Transferee Company‘ and their respective shareholders, is dispensed with in view of the averments made in paragraph 16 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the 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, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. 3 4. That convening and holding the meeting of the Unsecured Creditors of Pan India Paryatan Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Vyoman Leisure and Infravest India Private Limited,‘the Transferor Company’ with Pan India Paryatan Private Limited,‘the Applicant / Transferee Company‘ and their respective shareholders, is dispensed with in view of the averments made in paragraph 17 of the Affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the 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, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. 5. That in view of the averments made in paragraph 18 of the Affidavit in support of the Summons for Direction stating that reduction of Equity and Preference Share Capital shall be effected as a part of the proposed scheme of Amalgamation and the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital or payment to any secured and unsecured creditors, the procedure prescribed under Section 101 (2) of the Companies Act, 1956 is dispensed with .The Applicant Company undertakes to pass a Special Resolution in the Extra Ordinary General meeting of its Equity Shareholders 4 and Preference Shareholders for approving the proposed reduction of capital before filling the petition for obtaining sanction to the proposed Scheme. (S.C. Dharmadhikari, J) 5