1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 785 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 of the Companies Act, 1956 ; AND In the matter of Scheme of Amalgamation of Matsya Traders & Developers Private Limited (‘MATSYA’ or ‘Transferor Company No.1’) and Villar Hotels & Resorts Private Limited (‘VILLAR’ or ‘Transferor Company No.2’) with Mississippi Traders & Developers Private Limited (‘MISSISSIPPI’ or ‘Transferee Company’ or ‘the Applicant Company’); AND Their respective Shareholders. CALLED FOR SUMMONS FOR DIRECTION Coram: S. J. VAZIFDAR J. MISSISSIPPI TRADERS & DEVELOPERS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Raheja Chambers, Linking Road & Main Avenue, Santacruz (W), Mumbai – 400054. ) ) ) ) ) ) …………… The Applicant Company 2 Date: 3rd December, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company abovenamed by a Company Summons for Direction AND UPON HEARING Mr. Rajesh Shah, Advocate for the Applicant Company, AND UPON READING the Affidavit dated 25th day of November, 2010 of Mr. Sanjay D. Ramugade, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to IT IS ORDERED:- 1. That the convening and holding the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Amalgamation of Matsya Traders & Developers Private Limited (‘Transferor Company No.1’) and Villar Hotels & Resorts Private Limited (‘Transferor Company No.2’) with Mississippi Traders & Developers Private Limited (the Applicant / Transferee Company), is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘L1’ to ‘L5’ to the affidavit in support of Company Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company, as stated in the paragraph. 24 of the Affidavit in support of Company Summon for Direction. Hence, the question of convening and holding the meeting of Secured Creditors dose not arise. 3. That the convening and holding the meeting of Unsecured Creditors of the Applicant Company to consider and if thought fit, approve with or without 3 modifications, the proposed arrangement embodied in the Scheme of Amalgamation between Matsya Traders & Developers Private Limited (‘Transferor Company No.1’) and Villar Hotels & Resorts Private Limited (‘Transferor Company No.2’) with Mississippi Traders & Developers Private Limited (the Applicant or Transferee Company) and their respective shareholders is dispensed with in view of the consents given by both the Unsecured Creditors of the Applicant Company, which are annexed as Exhibit ‘N1’ and ‘N2’ to the Affidavit in support of Company Summons for Direction. ( S. J. VAZIFDAR J.)