1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.454 OF 2011 IN THE MATTER OF THE COMPANIES ACT, 1956. A N D IN THE MATTER OF SECTIONS 391 & 394 OF THE COMPANIES ACT, 1956. A N D IN THE MATTER OF HR CAFÉ INDIA PRIVATE LIMITED A ND IN THE MATTER OF THE SCHEME OF AMALGAMATION BETWEEN HR CAFÉ INDIA PRIVATE LIMITED AND JSM CORPORATION PRIVATE LIMITED HR CAFÉ INDIA PRIVATE LIMITED ) a company duly Registered under the ) Companies Act, 1956 and having its registered ) office at Todi Industrial Estate, 3rd floor , ) Sunmill Compound, Senapati Bapat Marg, ) Lower Parel, Mumbai 400 013 )…..Applicant Called Summons For Direction Coram: S. J. KATHAWALLA J. Date : 22nd July , 2011 Mr. Nimish G. Pandya i/b Pandya & Co Advocates for Applicant 2 MINUTES OF ORDER Upon the Application of the Applicant Company i.e. HR CAFÉ INDIA PRIVATE LIMITED abovenamed, by a Summons for Direction AND UPON HEARING MR NIMISH G. PANDYA i/b PANDYA & CO, Advocate for the Applicant Company AND UPON READING the affidavit dated 2nd day of May, 2011 of Shri Jayajit Singh, Director of the Applicant Company in support of the Summons For Direction and the Exhibits thereto referred to , IT IS ORDERED : 1. That convening and holding the meeting of the Equity Shareholders of the Applicant company i.e. HR CAFÉ INDIA PRIVATE LIMITED for the purpose of considering if thought fit and approving, with or without modification, the Proposed Scheme of Amalgamation between HR CAFÉ INIDA PRIVATE LIMITED (Transferor Company/Applicant Company) WITH JSM CORPORATION PRIVATE LIMITED (Transferee Company), is dispensed with in view of the consents in writing given by all the Equity Shareholders, which are annexed as Exhibits “I-1 to I-4” to the affidavit in support of the Summons For Direction. 3 2. There are no Preference shareholders in HR CAFÉ INDIA PRIVATE LIMITED, the Applicant Company as stated in Paragraph No. 26 of the Affidavit in Support of Summons For Direction .Hence, the question of convening and holding the meeting of the Preference Shareholders does not arise. 3. That convening and holding the meeting of the Secured Creditors of the Applicant company i.e. HR CAFÉ INDIA PRIVATE LIMITED for the purpose of considering and if thought fit and approving, with or without modification, the proposed Scheme of Amalgamation between HR CAFÉ INDIA PRIVATE LIMITED (Transferor Company/Applicant Company) WITH JSM CORPORATION PRIVATE LIMITED (Transferee Company), is dispensed with in view of the consents in writing given by the Secured Creditors , which are annexed as Exhibit “K” to “K-4” of the affidavit in support of the Summons For Direction. 4. That convening and holding the meeting of the Unsecured (Sundry) Creditors of the Applicant company i.e. HR CAFÉ INDIA PRIVATE LIMITED for the purpose of considering if thought fit and approving, with or without modification, the Scheme of Amalgamation between HR CAFÉ INDIA 4 PRIVATE LIMITED (Transferor Company/Applicant Company) WITH JSM CORPORATION PRIVATE LIMITED (Transferee Company) is dispensed with in view of the consents in writing given by all the Unsecured (Sundry) Creditors which are annexed as Exhibits “M-1” to “M-178” to the Affidavit in support of the Summons For Direction. 5. That in view of the averments made in paragraph No. 24 of the Affidavit In Support of the Summons For Direction , the filing of a separate Application and Petition under section 391 and 394 of the Companies Act, 1956 by the Transferee Company i.e. JSM CORPORATION PRIVATE LIMITED is dispensed with . (S. J. KATHAWALLA J.) 5 IN HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY. ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 454 OF 2011 IN THE MATTER OF THE COMPANIES ACT, 1956. A N D IN THE MATTER OF SECTION 391 & 394 OF THE COMPANIES ACT, 1956. A N D IN THE MATTER OF HR CAFÉ INDIA PRIVATE LIMITED A N D IN THE MATTER OF SCHEME OF AMALGAMATION BETWEEN HR CAFÉ INDIA PRIVATE LIMITED AND JSM CORPORATION PRIVATE LIMITED HR Cafe India Private Limited … Applicant MINUTES OF ORDER DATED THIS 22nd DAY OF JULY, 2011 M/S. PANDYA & CO, ADVOCATES FOR APPLICANT , 504, NEELKANTH BLDG, 98, MARINE DRIVE , MUMBAI 400 002