IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1167 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 78 and 100 to 103 of the Companies Act, 1956; AND Scheme of Arrangement and Amalgamation of Delta Hospitality Private Limited (“DHPL” or “the Transferor Company”) with Delta Corp Limited (“DCL” or “the Transferee Company”) and their respective shareholders and creditors DELTA CORP LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at G 4 Ground Floor, Clover Classic, Northern Main Road, Koregaon Park, Pune, Maharashtra – 411 001. ) ) ) ) ) ) ) ) …Applicant / Transferee Company 1 Called Summons for Direction Coram: Dr. D.Y. Chandrachud, J. Date: 20th November, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12th November, 2009 and additional Affidavit dated 17th November, 2009 of Mr. Hitesh Kanani, Company Secretary of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That a meeting of the Equity Shareholders of Delta Corp Limited, the Applicant / Transferee Company be convened and held at Peninsula Centre, No. 4, Galaxy Co- op. Hsg. Soc., Off Dhole Patil Road, Pune 411 001 on 22nd December, 2 2009 at 1.00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement and Amalgamation of Delta Hospitality Private Limited with Delta Corp Limited. 2. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company to be held as aforesaid, a notice convening the said meeting, at the place and time aforesaid and stating that copies of the Scheme and the 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 as aforesaid and/or at the office of its Advocates, shall be published once each in Maharashtra Herald in English and Kesari in Marathi, both circulated at Pune. 3. That, in addition, at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant 3 Company, to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter posted 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) issue Notice convening meeting of the Equity Shareholders as per Form No.36 (Rule 73) b) issue Form of Proxy as per Form No.37 (Rule 73) c) advertise the Notice convening meeting as per Form No.38 (Rule 74) 4 d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted. 5. That Mr. Jaydev Mody, Chairman of the Applicant Company, failing him Mr. Ashish Kapadia, Managing Director of the Applicant Company, failing him Mr. Mahesh Gupta, Director of the Applicant Company, and failing him Mr. Rajesh Jaggi, Director of the Applicant Company, shall be the Chairman of the aforesaid meeting of the Equity Shareholders to be held at Peninsula Centre, No.4, Galaxy Co- op. Hsg. Soc., Off Dhole Patil Road, Pune 411 001 on 22nd December, 2009 at 1.00 p.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid meeting do issue the advertisement and send out the notices of the meeting referred to above. 7. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 5 8. That voting by proxy/ authorized representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at G 4 Ground Floor, Clover Classic, Northern Main Road, Koregaon Park, Pune, Maharashtra – 411 001, not later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Companies (Court) Rules, 1959. 9. That the value of the share of each member shall be in accordance with the books / register of the Applicant Company and where the entries in the books / register are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 10. That the Chairman do report to this Court, the result of both the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 6 11. That convening and holding the meeting of the Preference Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme is dispensed with in view of the consent given by 99.99% of the Preference Shareholders of the Applicant Company, which are annexed as Exhibit ‘A1 to A5’ and in view of the averments made in paragraph (2) of the additional affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition to the legal heir of the deceased Preference Shareholder, holding only 0.01% of the Preference Shareholding by R.P.A.D. The said undertaking is accepted. 12. That the convening and holding the meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme is dispensed with in view of the averment made in paragraph (19) of the affidavit in support of the Summons for Directions. 7 13. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme is dispensed with in view of the averment made in paragraph (20) of the affidavit in support of the Summons for Directions. 14. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Secured and Unsecured Creditors and also to publish the same in one issue each of a daily newspaper in the English language and a daily newspaper in the Marathi language both circulated in Pune. The said undertaking is accepted. 15. That in view of the averments made in paragraph (27) of the Affidavit in support of the Summons for Direction stating that the reduction of the Securities Premium Account of the Applicant / Transferee Company shall be effected as a part of the Scheme of Arrangement and Amalgamation and that the same does not involve either diminution of liability in respect 8 of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the Extra Ordinary General meeting of its Equity Shareholders and Preference Shareholders for utilization of balance in Securities Premium Account under section 78 read with section 100 of the Companies Act, 1956 before filing the Company Petition for sanctioning the Scheme. The said undertaking is accepted. ( Dr. D.Y. Chandrachud, J ) 9