IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1678 OF 2008 In the matter of Section 391 & 394 of the Companies Act, 1956 And In the matter of Vedant Hotels Limited And In the matter of Scheme of Arrangement and Amalgamation between Maharashtra Hospitality Limited and Vedant Lapidary Private Limited with Vedant Hotels Limited. Vedant Hotels Limited, a Company } Incorporated under the provisions } of Companies Act, 1956 having } its registered Office at 3, Chetna, } Station Road, Aurangabad 431 005. } …Applicant Called out Summons for Direction Coram : A. M. Khanwilkar J. Dated : 19th December 2008 Mr. Rabul Risbud for Applicant. MINUTES OF ORDER IT IS ORDERED THAT : 1) The convening and holding the meeting of Secured Creditors of 1 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 between Maharashtra Hospitality Limited and Vedant Lapidary Private Limited with Vedant Hotels Limited is dispensed with in view of the consent given by Secured Creditors of the Applicant Company which is annexed as Exhibit D-1 to D-3 to the Affidavit dated 5th day of December 2008 in support of Summons for Directions. 2) The convening and holding 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 between Maharashtra Hospitality Limited and Vedant Lapidary Private Limited with Vedant Hotels Limited is dispensed with in view of the consent given by the Unsecured Creditors of the Applicant Company which is annexed as Exhibit E-1 to E-2 to the Affidavit dated 5th day of December 2008 in support of Summons for Directions. 3) That the Applicant Company undertakes to server individual notices of hearing of the Petition by R.P.A.D. to all the Secured Creditors and Unsecured Creditors. The Undertaking is accepted. 4) That a meeting of Equity Shareholders of above company shall be 2 convened and held at the registered office of the Applicant Company on 27 th day of January 2009, at 10.30 a.m. in the morning, for the purpose of considering, and if thought fit, approving, with or without modifications, arrangement proposed to be made between the said company and Equity Shareholders of the said company. 5) That a meeting of 8% Cumulative Convertible Preference Shareholders of above company shall be convened and held at the registered office of the Applicant Company on 27th day of January 2009, at 3 O’clock in the afternoon, for the purpose of considering, and if thought fit, approving, with or without modifications, arrangement proposed to be made between the said company and 8% Cumulative Convertible Preference Share of the said company. 6) That at least 21 clear days before the day appointed for the meeting of Equity Shareholders and 8% Cumulative Convertible Preference Shareholders, an advertisement convening the same and stating that copies of the said arrangement and of the statement required to be pursuant to Sec. 393 and forms of proxy cab be obtained free of charge at the registered office of the company or at the office of its advocate, be inserted in the daily newspaper Lokmat Times in English Language and in Lokmat in 3 Marathi Language circulated in Maharashtra and publication in Maharashtra Government Gazette is dispensed with. 7) That in addition 21 clear days before the meeting to be held as aforesaid, the notice convening the said meeting at the place and time aforesaid, together with a copy of the said arrangement, a copy of the statement required to be sent under Sec. 393, and the prescribed form of Proxy, shall be sent by prepaid letter post under Certificate of Posting addressed to each of Equity Shareholders and 8% Cumulative Convertible Preference Shareholders at their respective registered or last known addresses. 8) That the setting and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Sec. 393 of Companies Act, 1956 to accompany the notice by Company Registrar of this court is dispensed with. The Applicant undertakes to : (a) Issue Notice convening meeting of the shareholders as per Form 36 (Rule 73) (b) Issue Form of Proxy as per Form No.37 (Rule 73) (c) Advertise the Notice convening meeting as per Form No.38 (Rule 74) 4 (d) Issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The undertaking is accepted. 9) That Mr. Ramesh Ramchandra Havele, Chairman of the Applicant Company, and failing him, Mr. Sudhir Tukaram Deshpande, and failing him Mr. Ramchandra Vasudev Pore, Company Secretary in Practice, R/at 102, 5th Avenue, S. No. 12/6, Kothrud, Pune 411038 shall be the Chairman of the meeting to be held on 27th Day of January, 2009 as aforesaid. 10) That the Chairman appointed for the meeting do issue the advertisement and send out the notices of the meeting referred to above. 11) That the quorum for the said meeting of Equity Shareholder shall be 05 and the quorum for the said meeting of the 8% Cumulative Convertible Preference Shareholders shall be 01 as there is only 01 Preference Shareholder. 12) That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, 5 is filed with the company at its registered office at 3, Chetna, Station Road, Aurangabad 431 005 not later than 48 hours before the meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 13) That the value of each member or creditors shall be in accordance with books of the company, and, where the entries in the books are disputed, the Chairman shall determine the value for purposes of the meeting. 14) And it is further ordered that the Chairman do report to this Court the result of the said meeting within 15 days of the conclusion of the meeting and the said report shall be verified by his affidavit. COMPANY JUDGE 6