IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.403 OF 2009 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to 394 of the Companies Act, 1956 AND In the matter of SPRINGFIELD HOTELS PRIVATE LIMITED, a company incorporated under the provisions of The Companies Act, 1956 and having its Registered Office at “Natasha”, 52, Hill Road, Bandra, (West), Mumbai– 400050. AND In the matter of; SCHEME OF AMALGAMATION BETWEEN SPRINGFIELD HOTELS PRIVATE LIMITED (SHPL), … Transferor Company AND PATEL INTEGRATED LOGISTICS LIMITED (PILL), …Transferee Company SPRINGFIELD HOTELS PRIVATE LIMITED a company incorporated under the provisions of the Companies Act, 1956 and having its Registered Office at “Natasha”, 52, Hill Road, Bandra 1 (West), Mumbai – 400 050. Applicant / Transferor Company Called Summons for Direction Coram: S. J. Vazifdar J. Date : 3rd April 2009 Mr. Sushant Chavan i.b Shiralkar & Co. for Applicant. MINUTES OF THE ORDER UPON the application of Springfield Hotels Private Limited, the Applicant abovanamed by Summons for Direction AND UPON hearing Shri. Vivek Shiralkar Advocate for the Applicant Company and upon reading the Affidavit of Shri Nitin B. Akolkar , Authorized Signatory dated this 24th day of March, 2009 in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘G’ being a copy of the Proposed Scheme of Amalgamation) IT IS ORDERED: 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Springfield Hotels Private Limited, the Applicant / Transferor Company with Patel Integrated Logistics Limited the Transferee Company is dispensed in view of the consents given by all the Equity Shareholders of the Applicant / Transferor Company, which are 2 annexed as Exhibits ‘J1 and J-2 ’ to the Affidavit – in – Support of the Summons for directions. 2. There are no Preference Shareholders or Secured Creditors of the Applicant Company, as mentioned in paragraphs 30 and 31 of the Affidavit in Support of Summons for Direction. Hence, the question of convening and holding the meetings of Preference Shareholders and Secured Creditors does not arise. 3. That convening and holding the Meeting of the Unsecured Creditors, of the Applicant / Transferor Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Amalgamation of Springfield Hotels Private Limited with Patel Integrated Logistics Limited is dispensed with in view of consents given by all the Unsecured Creditors of the Applicant / Transferor Company, which are annexed as Exhibits ‘K1 to K-3 ’ to the Affidavit – in – Support of the Summons for directions. 4. That in view of the averments made in paragraph 33 of the Affidavit in Support of Summons for Direction, the requirements of filing of the separate Application / Petition by Patel Integrated Logistics Limited, the Transferee Company is dispensed with. Company Judge 3 4