IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1156 OF 2009 In the matter of: Sections 391 to 394 of the Companies Act, 1956; AND In the matter of: The Scheme of Arrangement, between Total Solutions Facility Management Private Limited and Dusters Hospitality Services Private Limited and their respective shareholders and creditors. Total Solutions Facility Management ) Private Limited, a company incorporated ) under the provisions of the Companies ) Act, 1956 and having its Registered Office ) at B-09, Arjun Centre, Ground Floor, Plot No. ) 231, B.S.D Road, Govandi – East, ) Mumbai – 400 088. ) .. Applicant Called Summons for Direction. CORAM: Dr. D.Y. Chandrachud J. DATE: 13th November 2009 Ms. Saeeda Bandukwala, Counsel i/by J. Sagar Associates, Advocates for the Applicant. MINUTES OF THE ORDER 1 Upon the application of the abovementioned Company by Summons for Direction and UPON HEARING Ms. Saeeda Bandukwala, Counsel instructed by J. Sagar Associates, Advocate for the Applicant and UPON READING the Affidavit dated 9th November 2009 of Mr. Jasmer Puri, Managing Director of the Applicant Company in support of the Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That the requirement of convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering and, if through fit, approving, with or without modification, the Scheme of Arrangement, between Total Solutions Facility Management Private Limited (Demerged Company and Applicant aovenamed) and Dusters Hospitality Services Private Limited Scheme (Transferee Company) is dispensed with, in view of the letters of consent received from all the Equity Shareholders of the Applicant which are annexed as Exhibits H-1 and H-2 to the Affidavit in support of the Summons for Directions. 2. That in view of the averments made and the undertaking given in paragraph 22 of the Affidavit in support of the Summons for Directions, convening and holding the meeting of the Secured Creditors of the 2 Applicant Company to seek their approval to the Scheme of Arrangement is dispensed with. The Applicant undertakes to give individual notice of hearing of the Petition for sanction of the Scheme of Arrangement to all its Secured Creditors by R.P.A.D. The said undertaking is accepted. 3. That in view of the averments made and the undertaking given in paragraph 23 of the Affidavit in support of the Summons for Directions, the meeting of the Unsecured Creditors of the Applicant to seek their approval to the Scheme of Arrangement is dispensed with. The Applicant undertakes to give individual notice of hearing of the Petition for sanction of the Scheme of Arrangement to all its Unsecured creditors by R.P.A.D. The said undertaking is accepted. 4. That in view of the averments made in paragraph 15(h) and 24 of the Affidavit in support of the Summons for Directions, the provisions of and the procedure prescribed under Section 101(2) of the Companies Act, 1956 is not applicable and the same is dispensed with. (Dr. D. Y. Chandrachud, J. ) 3