IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 16 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 Applicant/Transferor Company’) With Pan India Paryatan Private Limited (‘the Transferee Company’) And their respective Shareholders VYOMAN LEISURE AND INFRAVEST INDIA 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 above named 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, Authorised Signatory 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 Vyoman Leisure and Infravest India 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 / Applicant Company’ with Pan India Paryatan Private Limited ‘the 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 ‘D1’ and ‘D2’ to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors in Vyoman Leisure and Infravest India Private Limited, the Applicant Company, as stated in paragraph 15 of the affidavit in support of the Summons for Direction. Hence, the 2 question of convening and holding of the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Vyoman Leisure and Infravest India 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 / Applicant Company’ with Pan India Paryatan Private Limited ‘the 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 Unsecured Creditors and also to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. (S.C. Dharmadhikari, J) 3