IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL COMPANY JURISDICTION COMPANY APPLICATION NO.1622 OF 2008 In the matter of the Companies Act, 1956 And In the matter of Section 391 and 394 of the Companies Act, 1956 And In the matter of Scheme of Amalgamation between Centa Hotels Private Limited and Blue Ridge Hotels Private Limited and their respective shareholders. CENTA HOTELS PRIVATE LIMITED a ) Company incorporated under the Companies ) Act, 1956 having its registered office at Office ) No. 19 First Floor, Arsiwala Building, ) Opp. Charagh Din, Wodehouse Road, ) Colaba, Mumbai 400 005 ) .... Applicant CORAM: A. M. Khanwilkar J Date : December 12, 2008 MINUTES OF ORDER Upon the application of the Applicant Company abovenamed by a Summons for Directions and upon hearing Mr. S. V. Palsuledesai, Advocate for the Applicant Company and upon reading the Affidavit dated 10th day of November, 2008 of Mr. 1 Shyam Lal Bhadada, Director of the Applicant Company in support of the Summons for Directions it is ordered:: - 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant company, for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Amalgamation between Centa Hotels Private Limited, the Transferor Company, and Blue Ridge Hotels Private Limited the Transferee Company is dispensed with, in view of the consents in writing given by all the Equity Shareholders of the Applicant Company which are annexed at Exhibits “I” and “J” to the Affidavit dated 10th day of November, 2008 of Shri. Shyam Lal Bhadada, Director of the Applicant Company in support of the Summons for Directions. 2. That there are no Secured Creditors of the Applicant Company, as mentioned in paragraph 26 of the Affidavit in support of the Summons for Directions. Hence, the question of convening and holding the meeting of the Secured Creditors does not arise. 2 3. That the convening and holding of the meeting of the Unsecured 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 Centa Hotels Private Limited, the Transferor Company, and Blue Ridge Hotels Private Limited the Transferee Company is dispensed with, in view of the consent given in writing by the sole unsecured creditor of the Applicant Company which is annexed at Exhibit “L”, to the Affidavit in support of the Summons for Directions. 4. That in view of the averments made in paragraphs 31 and 32 of the Affidavit in support of the Summons for Directions, the filing of separate Application / Petition for seeking the approval of this Court by the Transferee Company is dispensed with. Company Judge 3 4