IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 195 OF 2010 IN THE MATTER of the Companies Act, 1956; AND IN THE MATTER of Section 391 to 394 of the Companies Act, 1956; AND IN The MATTER of Nagina Hotel Private Limited AND IN THE MATTER of Scheme of Amalgamation between Nagina Hotel Private Limited and Varun Industries Limited. Nagina Hotel Private Limited, ) a company registered under the ) Companies Act, 1956 and ) having its Registered Office at ) 53, Dr. B. A. Road , Byculla (East), ) Mumbai – 400 027 )….. Applicant / Transferor Company CALLED FOR DIRECTIONS CORAM: S.J. Kathawalla J. Dated: 26th March, 2010 Ms. Nidhi Sharma i/b Crawford Bayley & Co. for the Applicant 2 MINUTES OF THE ORDER Upon the Application of the Applicant abovenamed by a Summons for Direction, AND UPON hearing Ms. Nidhi Sharma i/b M/s Crawford Bayley & Co., Advocates for Applicant AND UPON reading the Affidavit dated 15th March,2010 of Mr. Yatish Goyal, Authorised Representative of the Applicant in support of Summons for Directions and the exhibits therein referred to, IT IS ORDERED :- 1. That convening and holding the meeting of the Equity Shareholders of the Applicant abovenamed, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation proposed to be made between Nagina Hotel Private Limited and Varun Industries Limited is dispensed with, in view of consents given by both the Equity Shareholders of the Applicant Company which are annexed as Exhibits F-1 and F-2 to the Affidavit in support of Summons for directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraphs 23 of the Affidavit in support of Summons for Directions. Hence 3 the question of convening and holding the meeting of Secured Creditors does not arise. 3. The convening and holding of the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation proposed to be made between Nagina Hotel Private Limited and Varun Industries Limited is dispensed with, in view of the consent letter given by the sole Unsecured Creditor of the Applicant company which is annexed as Exhibit F-3 to the Affidavit in support of the Summons for Directions. 4. That in view of the averments made in paragraph 25 of the Affidavit in support of Summons for directions, the requirement of filing the separate Application and Petition u/s 391 to 394 of the Companies Act,1956 by the Transferee Company is dispensed with. (S.J. KATHAWALLA J.)