1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.79 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Section 391 to 394 read along with Section 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Amalgamation of JATIA HOTELS & RESORTS PRIVATE LIMITED AND ROYALWAYS TRADING & INVESTMENT SERVICES PRIVATE LIMITED WITH SUPREME HOLDINGS LIMITED SUPREME HOLDINGS LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at 1, Pearl Mansion (N), 91, M. K. Road, Churchgate, Mumbai–400020 ) ) ) ) ) ) … Applicant Company Called For Summons for Direction Coram : S. C. Dharmadhikari, J Date : 4th February, 2011 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., Advocates for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 27th January 2011 of Mr. Kailash Sharma, Authorised Signatory of the Applicant Company, in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- 2 1. That a meeting of the Equity Shareholders of SUPREME HOLDINGS LIMITED “the Applicant/ Transferee Company” be convened and held at M. C. Ghia Hall, 2nd Floor, Bhogilal Hargovindas Bluilding, 18/20 K Dubash Marg, Mumbai 400001 on Tuesday, the 22nd day of March 2011 at 4:00 p.m., for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation of JATIA HOTELS & RESORTS PRIVATE LIMITED, the First Transferor Company and ROYALWAYS TRADING & INVESTMENT SERVICES PRIVATE LIMITED, the Second Transferor Company with SUPREME HOLDINGS LIMITED, the Applicant/ Transferee Company. 2. That there are no Secured and Unsecured Creditors as stated in paragraph 27 of the Affidavit in support of Summons for Direction. Hence, the question of convening and holding the meetings of Secured and Unsecured Creditors does not arise. 3. That in view of the averments made in paragraph 28 of the Affidavit in support of the Summons for Direction, the procedure prescribed u/s 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the aforesaid Court convened meeting to be held on 22nd day of March 2011 of Equity Shareholders for reduction of Securities Premium Account under Section 100 and Section 78 of the Companies Act, 1956. The said undertaking is accepted. 4. That at least 21 clear days before the meeting of the Equity Shareholders of the Applicant Company is to be held as aforesaid, an advertisement convening the said meeting, at the place and time aforesaid and stating that copies of the arrangement 3 embodied in the Scheme of Amalgamation and the 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 as aforesaid and/or at the office of its advocates M/s. RAJESH SHAH & CO, 16, Oriental Building, shall be published once each in ‘The Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi. Publication of notice in the Maharashtra Government Gazette is dispensed with. 5. That, in addition, at least 21 clear days before the meeting to be held as aforesaid, a notice convening the said meeting at the place and time aforesaid, together with a copy of the Scheme of Amalgamation, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter post Under Certificate of Posting addressed to each of the Equity Shareholders of the Applicant Company at their respective registered or last known addresses. 6. 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. advertise the Notices convening the meeting as per Form No. 38 (Rule 74) iii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; 4 iv. issue Form of Proxy as per Form No. 37 (Rule 73) The undertaking is accepted. 7. That Mr. Vinod Jatia, Chairman and Managing Director of the Applicant Company, failing him, Mr. Prateek Jatia, Director of the Applicant Company is appointed as the Chairman for the above meeting of the Equity Shareholders to be held at M. C. Ghia Hall, 2nd Floor, Bhogilal Hargovindas Bluilding, 18/20 K Dubash Marg, Mumbai 400001 on Tuesday, 22nd day of March 2011 at 4:00 p.m. or any adjournment or adjournments thereof. 8. That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. He shall have all powers under the Articles of Association of the Company and under the Companies (Court) Rules, 1959 in relation to conduct of the meeting including for deciding procedural questions that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the Scheme of Amalgamation / Resolution, if any, proposed at the meeting by any person(s). 9. That quorum for the aforesaid meeting of the Equity Shareholders shall be 5 (five) Equity Shareholders present in person. 10. That voting by proxy / authorized representative be permitted, provided that a proxy in the prescribed form / authorized duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its registered office at 1, Pearl Mansion (N), 91, M. K. Road, Churchgate, Mumbai – 400 020 not later than 48 hours before the meetings, as provided under Rule 70 of the Companies (Court) 5 Rules, 1959. 11. That the value of the Equity Shareholders shall be in accordance with the books of the Applicant Company and where the entries in the books are disputed, the Chairman shall determine the value for the purpose of the meeting. 12. That the Chairman appointed for the meetings do report to this Court the result of the said meeting within 30 days of the conclusion of the meeting and the said report shall be verified by his affidavit. (S. C. Dharmadhikari, J.)