1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.974 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Hotel Goradia's Private Limited And In the matter of Scheme of Amalgamation of Nalanda Entertainment and Resorts Private Limited with Hotel Goradia's Private Limited and their respective shareholders and creditors Hotel Goradia's Private Limited ) a company incorporated under ) the Companies Act, 1956 and having ) its Registered Office at 24, Veer Nariman Road ) Mumbai 400 023, Maharashtra. ) ...Applicant/Transferee Company Called for Summons for Directions Coram : S.J. Kathawalla, J Dated : 18th September, 2009 Mr. Amish Shroff i/b Rajani Associates for Applicant 2 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summon for Directions and UPON HEARING Mr. Amish Shroff instructed by Rajani Associates, Advocates for the Applicant, AND UPON READING the Affidavit dated 31st day of March, 2009 of Mr. Suresh Goradia, Managing Director of the Applicant Company, in Support of the Summons for Directions and the Exhibits referred thereto, IT IS ORDERED:- 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit approving the arrangement embodied in the proposed Scheme of Amalgamation of Nalanda Entertainment and Resorts Private Limited (the "Transferor Company") with Hotel Goradia's Private Limited ( the "Applicant"/ ''Transferee Company'') and their respective shareholders and creditors is dispensed with as all the Equity Shareholders have given their consent to the Scheme of Amalgamation which are annexed at Exhibit H-1 to Exhibit H-18 to the Affidavit in Support of Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and, if thought fit approving the arrangement embodied in the proposed Scheme of Amalgamation of Nalanda Entertainment and Resorts Private Limited (the "Transferor Company") with Hotel Goradia's Private Limited ( the "Applicant"/''Transferee Company'') is dispensed in view of the consents given by the only one (1) Secured Creditor of the Applicant Company to the Scheme of Amalgamation which is annexed as Exhibit J to the Affidavit in Support of Summons for Direction. 3 3. That convening and holding of the meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and, if thought fit approving the arrangement embodied in the proposed Scheme of Amalgamation of Nalanda Entertainment and Resorts Private Limited (the "Transferor Company") with Hotel Goradia's Private Limited ( the "Applicant"/''Transferee Company'') is dispensed in view of the consents given by all the Unsecured Creditors of the Applicant Company to the Scheme of Amalgamation which are annexed as Exhibit L-1 to L-55 to the Affidavit in Support of Summons for Direction. The Applicant undertakes to give individual notice of date of final hearing of the Company Petition by Registered Post Acknowledgement Due to its balance Unsecured Creditors whose consent are received and also those are under office objections. The undertaking is accepted. 4. Issuance of Certified copy of this order is expedited. COMPANY JUDGE