Lands End Properties Pvt. Ltd. v. -

IN THE HIGH COURT OF JUDICATURE AT BOMBAY

ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 102 OF 2016 In the matter of the Companies Act, 1956 or any re-enactment thereof;

And In the matter of Application under Sections 391 to 394 read with Section 52 of the Companies Act, 2013, Sections 78, 100 to 104, of the Companies Act, 1956 or any reenactment thereof; And In the matter of Lands End Properties Private Limited [CIN: U70100MH2009PTC197920], a company, incorporated under the Companies Act, 1956, having its registered office at Mandlik House, Mandlik Road, Mumbai - 400001;

And In the matter of Scheme of Arrangement amongst Lands End Properties Private Limited and The Indian Hotels Company Limited and their respective shareholders and creditors and reduction of share capital of The Indian Hotels Company Limited.

Lands End Properties Private Limited ) [CIN:

U70100MH2009PTC197920], a ) company, incorporated under the ) Companies Act, 1956 having its registered ) ) office Mandlik House, Mandlik Road, Mumbai - 400001.

) ...Applicant Company CALLED SUMMONS FOR DIRECTION FOR HEARING Mr. Tapan Deshpande, Advocate i/b. Cyril Amarchand Mangaldas, Advocates for the Applicant Company Coram: K. R. Shriram, J.

Dated: 26th February, 2016 MINUTES OF ORDER UPON the Application of the Applicant Company above named by the Company Summons for Direction and upon hearing Mr. Tapan Deshpande, Advocate of Cyril Amarchand Mangaldas, Advocates for the Applicant Company AND UPON READING the Affidavit dated 22nd December, 2015 of Mr. Ashok Binnani a Director of the Applicant Company, in support of the Company Summons for Direction and the Exhibits referred therein, IT IS ORDERED THAT:

(1) That convening and holding the meeting of the equity shareholders of the Applicant Company for the purpose of considering and, if

Scheme of Arrangement amongst Lands End Properties Private Limited (Applicant Company / Transferor Company) and The Indian Hotels Company Limited (Transferee Company) and their respective shareholders and creditors and reduction of share capital of the Transferee Company ("Scheme of Arrangement" or "Scheme"), is dispensed with, in view of the consent given by both the Equity Shareholders of the Applicant Company, which are annexed as Exhibits "D-1" and "D-2" to the Affidavit in support of the Company Summons for Direction.

(2) That convening and holding the meeting of the secured creditors of the Applicant Company for the purpose of considering and, if Scheme of Arrangement, is dispensed with, in view of the averment made in paragraph 18 of the Affidavit in support of the Company Summons for Direction, inter alia stating that the Scheme is not prejudicial to the interest of the said secured creditors of the Applicant Company and there is no compromise proposed with any of the secured creditors nor is any liability of the secured creditor proposed to be reduced or extinguished and that the Applicant Company undertakes to issue individual notice of hearing of Petition to all its secured creditors by Registered Post Acknowledgement Due and also to publish the notice of hearing of the Petition in two local newspapers i.e. "Free Press Journal" in English language and

translation thereof in "Navshakti" in Marathi language both having circulation in Mumbai. The said undertaking is accepted. (3) That convening and holding the meeting of the unsecured creditors of the Applicant Company for the purpose of considering and, if Scheme of Arrangement, is dispensed with, in view of the consent given by both the unsecured creditors of the Applicant Company, which are annexed as Exhibits "G-1" and "G-2" to the Affidavit in support of the Company Summons for Direction. (K.R. Shriram, J.) CERTIFICATE I certify that the order uploaded is a true and correct copy of original signed order.

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