IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.272 OF 2011 In the matter of section 391 to 394 of the Companies Act, 1956; And In the matter of Scheme of Amalgamation and arrangement between SOL Hospitality Limited (Transferor Company) and Bona Sera Hotels Limited (Transferee Company) and their respective shareholders. BONA SERA HOTELS LIMITED ) A Company incorporated under the Companies ) Act, 1956 and having its registered office at ) 640-B, Khorshed Villa, Khareghat Road, ) Parsi Colony, Dadar, Mumbai – 400 014, ) Maharashtra. )..Applicant Company Called for Summons for Direction CORAM: S. J. VAZIFDAR, J DATE : 6th May, 2011. Mr. Bomi Patel i/b Munir Merchant., Advocate for the Applicant. MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Bomi Patel i/b Mr. Munir Merchant., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 29th day of September, 2010 of Mr. Jamshed Shaw, Director of the Applicant Company, in support of 1 Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the Convening and holding of the meeting of the Equity Shareholders of the Applicant company for the purpose of considering and if thought fit, approving with or without modification(s) the proposed scheme of Merger of SOL HOSPITALITY LIMITED, the Applicant / Transferor Company, with BONA SERA HOTELS LIMITED, the Transferee Company, is dispensed with in view of consent given by the Equity Shareholders which are annexed as Exhibit “F1” to “F8” to the affidavit in support of Summons for Direction. 2. That there are no secured creditors in the Applicant Company, as stated in Paragraph 9 of the Affidavit in support of Summons for Direction. Hence the question of convening and holding the meeting of secured creditors does not arise. 3. That the Convening and holding of the meeting of the unsecured loan creditors of the Applicant Company, for the purpose of considering and if thought fit, approving with or without modification(s) the proposed scheme of Merger of SOL HOSPITALITY LIMITED, the Applicant/Transferor Company, with BONA SERA HOTELS LIMITED, the Transferee Company, is dispensed with in view of the consent given by both the unsecured Loan Creditors which are annexed as Exhibits “G1” 2 and “G2” to the Affidavit in support of Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing of Petition by R.P.A.D. upon all its Unsecured Loan Creditors. The undertaking is accepted. 4. That convening and holding the meeting of Sundry Creditors of the Applicant Company, for the purpose of considering and if thought fit, approving, with or without modification, the proposed scheme of Merger between Sol Hospitality limited and Bona Sera Hotels Limited, in view of of the averments made in paragraph 15 of the Affidavit in support of the Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing the Petition by R.P.A.D. to all its Sundry Creditors. The undertaking is accepted. (S. J. VAZIFDAR, J) 3