IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 670 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of Hotel Leelaventure Limited [CIN: L55101MH1981PLC024097]; And In the matter of Scheme of Arrangement between Hotel Leelaventure Limited and Kovalam Resort Private Limited and their respective shareholders and creditors. Hotel Leelaventure Limited [CIN: L55101MH1981PLC024097] a company, incorporated under the Companies Act, 1956 having its registered office at The Leela, Sahar, Mumbai – 400 059. ) ) ) ) ) …Applicant Called Summons for Direction Coram: S.C.Dharmadhikari, J. Date : 18th November, 2011 Ms. Sowmya Srikrishna with Mr. Tapan Deshpande, Advocates i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for Applicant Company. MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by Company Summons for Direction and upon hearing Ms. Sowmya Srikrishna, Counsel instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for 2 the Applicant Company AND UPON READING the Affidavit dated 10th October, 2011 of Mr. Krishna Deshika, Director- Finance & CFO of the Applicant Company, in support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED THAT: 1. Heard counsel on the request to replace Exh “F” to the CSD (Petition). Request granted. Amendment be carried out by 21/11/2011. That a meeting of the Equity Shareholders of the Applicant Company be convened and held at Rangsharda Auditorium, K.C.Marg, Near Leelavati Hospital, Bandra Reclamation, Bandra (West), Mumbai – 400 050 on Wednesday, the 21st day of December, 2011 at 11:00 a.m. (1100 hours), for the purpose of considering and, if thought fit, approving, with or without modifications, the proposed Scheme of Arrangement between Hotel Leelaventure Limited and Kovalam Resort Private Limited and their respective shareholders and creditors. 1. That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meeting, indicating the day, the date, the place and the time as aforesaid, together with a copy of the Scheme of Arrangement, a copy of the Explanatory Statement, required to be sent under Section 393 of the Companies Act, 1956 and the prescribed form of proxy shall be sent by Courier or Registered Post Acknowledgement Due (R.P.A.D.), addressed to each of the Equity Shareholders, of the Applicant Company, at their respective registered or last known address. 2. That at least 21 clear days before the meeting to be held as aforesaid, notices convening the said meeting, indicating the day, the date and the place and 3 time as aforesaid respectively be published, once each in Free Press Journal (Mumbai edition) in English language and in Maharashtra Times (Mumbai edition) in Marathi language, stating that copies of the Scheme of Arrangement, the Explanatory 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. 3. 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: i. issue Notice convening meeting of the equity shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 4. That Mr. Vivek Nair, the Vice Chairman and Managing Director of the Applicant Company and in his absence, Mr. Venu Krishnan, Deputy Managing Director of the Applicant Company and in his absence, Mr. Krishna Deshika, Director –Finance & CFO of the Applicant Company, shall be the Chairman of the meeting of the Equity Shareholders of the Applicant Company to be held at Rangsharda Auditorium, K.C.Marg, Near Leelavati 4 Hospital, Bandra Reclamation, Bandra (West), Mumbai – 400 050 on Wednesday, the 21st day of December, 2011 at 11:00 a.m. (1100 hours), or at any adjournment or adjournments thereof. 5. That the Chairman appointed for the aforesaid meeting do issue advertisements and send out notices of the said meeting referred to above. 6. That the quorum for the meeting of the Equity Shareholders of the Applicant Company shall be 5 (Five) Equity Shareholders of the Applicant Company, present in person. 7. That voting by proxy/authorized representative is permitted provided that the proxy in the prescribed form/authorization duly signed by the person entitled to attend and vote at the aforesaid meeting or by his authorised representative, is filed with the Applicant Company at its Registered Office at The Leela, Sahar, Mumbai – 400 059, forty-eight (48) hours before the date of the meeting, as provided under Rule 70 of Companies (Court) Rules, 1959. 8. That the number of the equity shares of the equity shareholders, as the case may be, shall be in accordance with the records or registers of the Applicant Company and where the entries in the records or registers are disputed, the Chairman of the meeting shall determine the number as the case may be for the purposes of the meeting and his decision in that behalf would be final. 9. That the Chairman to report to this Court, the result of the said meetings within 10 days of the conclusion of the meeting and the said Report(s) shall be verified by his affidavit. 5 (1) That the convening and holding meeting of the Secured Creditors of the Applicant Company, for the purpose of considering and if thought fit approving, with or without modification, the proposed Scheme of Arrangement between Hotel Leelaventure Limited and Kovalam Resort Private Limited and their respective shareholders and creditors, is dispensed with in view of the averments made in paragraph 19 of the Affidavit in support of the Company Summons for Direction. The Applicant undertakes to file the consent of the secured creditors in this Court on or before filing of the Company Scheme Petition or if unable to obtain consent from the secured creditors of the Applicant Company, undertakes to give individual notice of date of hearing of the Company Scheme Petition by Registered Post Acknowledgement Due (R.P.A.D.), to the secured creditors of the Applicant Company. The Applicant Company also undertakes to publish notice of date of hearing of the Company Scheme Petition, once each in Free Press Journal (Mumbai edition) in English language and in Maharashtra Times (Mumbai edition) in Marathi language. The Undertakings are accepted. 10. That the convening and holding meeting of the Unsecured Creditors of the Applicant Company for the purpose of considering and if thought fit approving, with or without modification, to the proposed Scheme of Arrangement between Hotel Leelaventure Limited and Kovalam Resort Private Limited and their respective shareholders and creditors, is dispensed with, in view of the averments made in paragraph 20 of the Affidavit in support of the Company Summons for Direction. The Applicant Company has undertaken to give individual notice of hearing of the date of the Company Scheme Petition, by Registered Post Acknowledgement Due 6 (R.P.A.D.), only to its unsecured creditors whose outstanding is Rs. 50,00,000/- (Rs. Fifty lakhs) and above. The Applicant Company also undertakes to publish notice of date of hearing of the Company Scheme Petition, once each in Free Press Journal (Mumbai edition) in English language and in Maharashtra Times (Mumbai edition) in Marathi language. The Undertakings are accepted. (S. C. Dharmadhikari, J.)