IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 909 OF 2009 In the matter of Sections 391 to 394 of the Companies Act, 1956; And In the matter of Vizag Sea Park Hotel Private Limited And In the matter of the Scheme of Amalgamation of: 1. Skylight Hotels Private Limited, 2. Skylight Properties Private Limited, 3. Rooshna Hotels Private Limited, 4. Rooshna Estates Private Limited, 5. Oak Park Hotels Private Limited, 6. Orchard Park Hotels Private Limited, 7. Chelsea Hotels Private Limited, 8. Lake Park Hotels Private Limited, 9. Innsignia Hotels Private Limited, 10. Lake Plaza Hotels Limited, 11. Vizag Sea Park Hotel Private Limited and 12. New Bombay Park Hotel Private Limited; into Apeejay Surrendra Park Hotels Limited 1 Vizag Sea Park Hotel Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Apeejay House, 3-Dinshaw Vachha Road, Mumbai – 400 020, Maharashtra ) ) ) ) ) ) ) .…..Applicant Company Called Summons for direction CORAM: S. J. Kathawalla J Dated : 4th September, 2009 Mr. Birendra Saraf i/b M/s Crawford Bayley & Co. for Applicant Company MINUTES OF THE ORDER UPON the Application of the Applicant abovenamed by a summons for direction, AND UPON hearing Mr. Birendra Saraf i/b M/s Crawford Bayley & Co. for the Applicant and UPON reading the Affidavit dated 20th August, 2009, of Mr. P.S. Darekar, Director of the Applicant Company in support of the summons for direction, 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, the arrangement embodied in the Scheme of Amalgamation of 2 Skylight Hotels Private Limited, Skylight Properties Private Limited, Rooshna Hotels Private Limited, Rooshna Estates Private Limited, Oak Park Hotels Private Limited, Orchard Park Hotels Private Limited, Chelsea Hotels Private Limited, Lake Park Hotels Private Limited, Innsignia Hotels Private Limited, Lake Plaza Hotels Limited, Vizag Sea Park Hotels Private Limited and New Bombay Park Hotel Private Limited into Apeejay Surrendra Park Hotels Limited is dispensed with in view of the consents in writing given by all the 3 Equity Shareholders comprising 100 % Equity Shareholders of the Applicant Company which are annexed as Exhibit “OO-1” to Exhibit “ OO-3” to the Affidavit in support of Summons for Direction. 2. That there are no Secured Creditors of the Applicant Company as mentioned in paragraph 75 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. 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, the arrangement embodied in the Scheme of Amalgamation of Skylight Hotels Private Limited, Skylight Properties Private Limited, Rooshna Hotels Private Limited, Rooshna Estates Private Limited, Oak Park Hotels Private Limited, Orchard 3 Park Hotels Private Limited, Chelsea Hotels Private Limited, Lake Park Hotels Private Limited, Innsignia Hotels Private Limited, Lake Plaza Hotels Limited, Vizag Sea Park Hotels Private Limited and New Bombay Park Hotel Private Limited into Apeejay Surrendra Park Hotels Limited is dispensed with, in view of the consents in writing given by sole Unsecured Creditor of the Applicant Company representing 100 % in value and 100% in number, which is annexed as Exhibit “QQ-1” to the Affidavit in support of Summons for Direction 4. Certified copy of the order in terms of minutes be expedited. Company Judge 4