IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 78 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of JATIA HOTELS & RESORTS PRIVATE LIMITED AND ROYALWAYS TRADING & INVESTMENT SERVICES PRIVATE LIMITED WITH SUPREME HOLDINGS LIMITED ROYALWAYS TRADING & INVESTMENT SERVICES PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at 1, Pearl Mansion (N), 91, M. K. Road, Churchgate, Mumbai – 400 020 ) ) ) ) ) … Applicant Company Called For Summons for Direction Coram : S. C. Dharmadhikari, J Date : 4th February, 2011 Mr. Rajesh Shah, i/b M/s Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE 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., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 27th January, 2011 of Mr. Kailash Sharma, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 1 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of JATIA HOTELS & RESORTS PRIVATE LIMITED, the First Transferor Company and ROYALWAYS TRADING & INVESTMENT SERVICES PRIVATE LIMITED, the Applicant Company with SUPREME HOLDINGS LIMITED, the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “C-1” to “C-4” to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors as stated in paragraph 26 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditor of the Applicant Company to consider and approve the proposed Scheme of Amalgamation of JATIA HOTELS & RESORTS PRIVATE LIMITED, the First Transferor Company and ROYALWAYS TRADING & INVESTMENT SERVICES PRIVATE LIMITED, the Applicant Company with SUPREME HOLDINGS LIMITED, the Transferee Company is dispensed with in view of the consent given by sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit “D-1” to the Affidavit in support of the Summons for Direction. (S. C. Dharmadhikari, J) 2