IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO.271 OF 2011 In the matter of section 391 to 394 of the Companies Act, 1956; And In the matter of Amalgamation between SOL Hospitality Limited (Transferor Company) and Bona Sera Hotels Limited (Transferee Company) and their respective shareholders. SOL HOSPITALITY LIMITED ) A Company incorporated under the ) Companies Act, 1956 and having ) its registered office at 640-B, ) Khorshed Villa, Khareghat Road, ) Parsi Colony, Dadar, Mumbai – 400 014, ) Maharashtra. ) ..Applicant Company Called for Summons for Direction CORAM: S. J. VAZIFDAR, J DATE: 6th May, 2011. Mr. Bomi Patel i/b Mr. Munir Merchant., Advocate for the Applicant. 1 MINUTES OF ORDER UPON the application of the Applicant Company abovenamed by a Summons for Direction AND UPON HEARING Mr. Bomi Patel i/b. Mr. Munir Merchant., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 9th of September, 2010 of Mr. Jamshed Shaw, Director of the Applicant Company, in support of Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant company for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of SOL HOSPITALITY LIMITED, the Applicant / Transferor Company, with BONA SERA HOTELS LIMITED, the Transferee Company, is dispensed with in view of consents given by all the Equity Shareholders which are annexed as Exhibits “F1” to “F8” to the Affidavit in support of Summons for Direction. 2. There are no Secured Creditors in the Applicant Company, as stated in paragraph 9 of the Affidavit in support of Summon for Direction. Hence the question of Convening and holding the meeting of secured creditors does not arise. 2 3. That the convening and holding the meeting of Unsecured Loan Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed Scheme of Amalgamation of SOL HOSPITALITY LIMITED, the Applicant / Transferor Company, with BONA SERA HOTELS LIMITED, the Transferee Company, is dispensed with in view of the consents given by both the Unsecured Loan Creditors which are annexed as Exhibits “G1” and “G2” to the Affidavit in support of Summons for Direction. 4. That convening and holding the meeting of Sundry Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation between Sol Hospitality Limited and Bona Sera Hotels limited, is dispensed with, in view of the averments made in paragraph 15 of the Affidavit in support of Summons for Direction. The Applicant undertakes to issue individual notice of date of hearing the Petition by R.P.A.D. to all its Sundry Creditors. The undertaking is accepted. (S. J. VAZIFDAR, J) 3