1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO 479 OF 2011 Kamat Holiday Resorts Private Limited, a } Company incorporated under the provisions } of Companies Act, 1956 having its Registered } Office at G-1, Ground floor, Express Building, IMC } Marg, Churchgate, Mumbai 400020 }……..Applicant Called Summons for Direction Coram: S. J. KATHAWALLA, J DATE: 5th AUGUST, 2011 Mr. Hemant Sethi i/b. Hemant Sethi & Co., Advocates for the Applicant. In the matter of Companies Act, 1956 (1 of 1956) AND In the matter of Sections 391 & 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement And Amalgamation BETWEEN Kamat Holiday Resorts Private Limited AND Kamats Restaurants Private Limited AND Kamats Holiday Resorts (Silvassa) Limited AND Kamat Hotels (India) Limited AND their Respective Shareholders 2 MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Company Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 8th July 2011 of Mr. Vikram Kamat, Director of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of 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 Arrangement and Amalgamation of Kamat Holiday Resorts Private Limited, Kamats Restaurants Private Limited, Kamats Holiday Resorts (Silvassa) Limited, Kamat Hotels (India) Limited and their respective Shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company which are annexed as Exhibits “C1” to “C5” to the Affidavit in support of Company Summons for Direction. 2. That the convening and holding of the meeting of Sole Secured Creditor of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement and Amalgamation of Kamat Holiday Resorts Private Limited, Kamats Restaurants Private Limited, Kamats Holiday Resorts (Silvassa) Limited, Kamat Hotels (India) Limited and their respective Shareholders, is dispensed with in view of the averments made in 3 paragraph fourteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of Petition by R.P.A.D. to its Sole Secured Creditor and also to publish the notice of hearing of the Petition in two local newspapers, viz., „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language both circulated in Mumbai. The Undertaking is accepted. 3. That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement and Amalgamation of Kamat Holiday Resorts Private Limited, Kamats Restaurants Private Limited, Kamats Holiday Resorts (Silvassa) Limited, Kamat Hotels (India) Limited and their Respective Shareholders is dispensed with in view of averments made in paragraph fifteen of the Affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve an individual notice of the hearing of Petition by R.P.A.D. to all its Unsecured Creditors and also to publish the notice of hearing of Petition in two local newspapers, viz., „Free Press Journal‟ in English language and „Maharashtra Times‟ in Marathi language, both circulated in Mumbai. The Undertaking is accepted. (S.J. KATHAWALLA, J)