IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1607 OF 2008 1 Coram: A. M. Khanwilkar J. Date: 19 th day of December, 2008 Mr. Rajesh Shah i/b Rajesh Shah & Co., for Applicant MINUTES OF THE ORDER In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78, 100 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Essel Infraprojects Limited (‘Demerged Company’); and Pan India Paryatan Private Limited (‘Resulting Company’) and their respective Shareholders PAN INDIA PARYATAN PRIVATE LIMITED, a company incorporated under Companies Act, 1956 and having its registered office at 135, Continental Building, Dr. Annie Besant Road, Worli, Mumbai – 400 018; ) ) ) ) ……Applicant Company 2 Upon the application of the Applicant Company abovenamed 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 of Mr. Damodar Balduwa, Authorised Signatory of the Applicant Company dated 20th November, 2008 of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of Pan India Paryatan Private Limited, the Applicant Company for the purpose of considering and if thought fit, approving, with or without modifications, the proposed arrangement embodied in the Scheme of Arrangement between Essel Infraprojects Limited, the Demerged Company, and Pan India Paryatan Private Limited, the Applicant Company or Resulting Company, and their respective shareholders is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit “H1 and H2” to the affidavit dated 20th day of November, 2008 of Mr. Damodar Balduwa, Authorised Signatory of the Applicant Company in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in para 17 of Affidavit in support of Summons for Direction. Hence, question of convening and holding the meeting of Secured Creditors does not arise. 3 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Essel Infraprojects Limited, the Demerged Company, and Pan India Paryatan Private Limited, the Applicant company or the Resulting Company, and their respective shareholders, is dispensed with in view of the averments made in paragraph 18 of the affidavit dated this 20th day of November, 2008 of Mr. Damodar Balduwa, Authorised Signatory of the Applicant Company 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 publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The said undertaking is accepted. Company Judge 4