IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1166 OF 2009 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 78 and 100 to 103 of the Companies Act, 1956; AND Scheme of Arrangement and Amalgamation of Delta Hospitality Private Limited (“DHPL” or “the Transferor Company”) With Delta Corp Limited (“DCL” or “the Transferee Company”) and their respective shareholders and creditors DELTA HOSPITALITY PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at 16 A, Ali Chambers, Nagindas Master Road, Fort, Mumbai - 400001. ) ) ) ) ) ) ) …Applicant / Transferor Company 1 Called Summons for Direction Coram: Dr. D.Y. Chandrachud J. Date: 20th November, 2009 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 12th day of November, 2009 of Mr.Hitesh Kanani, Authorized Signatory of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement and Amalgamation 2 between Delta Corp Limited and Delta Hospitality Private Limited their Respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as ‘Exhibit C1 and C2’ to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company, as mentioned in paragraph (16) of the affidavit in support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement and Amalgamation between Delta Corp Limited and Delta Hospitality Private Limited their respective shareholders and creditors is dispensed with in view of the averment made in paragraph 3 (17) of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the petition by R.P.A.D. to all its Unsecured Creditors and also to publish the same in one issue each of a daily newspaper in the English language and a daily newspaper in the Marathi language both circulated in Mumbai. The said undertaking is accepted. (Dr. D.Y. Chandrachud, J.) 4