IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 261 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 Arrangement of CHITALI DISTILLERY LIMITED (“the Transferor company”) AND JOHN DISTILLERIES LIMITED (“the Transferee Company”) AND their respective Shareholders and Creditors. CHITALI DISTILLERY LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at Chitali, Taluka Rahata, Ahmednagar – 413 723, Maharashtra, India. ) ) ) ) ) ) ) ……Applicant Company Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 16th day of April,, 2010 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., for Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company above named 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 dated 12th day of April, 2010 of Mr. K.N. Namboodiri, Managing Director of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Chitali Distillery Limited, the Applicant / the Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement of Chitali Distillery Limited, the Transferor Company and John Distilleries Limited, the Transferee Company and their respective Shareholders and Creditors are dispensed with in view of the consent given by all the equity shareholders of the Applicant Company, which are annexed as Exhibit I1 to I7 to the affidavit in support of the Summons for Directions. 2 2) That convening and holding the meeting of Secured Creditors of Chitali Distillery Limited, the Applicant / the Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement of Chitali Distillery Limited, the Transferor Company and John Distilleries Limited, the Transferee Company and their respective Shareholders and Creditors be dispensed with in view of the averment made in paragraph 16 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition individually by Registered Post A.D. to all its Secured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. 3) That convening and holding of the meeting of the Unsecured Creditors of Chitali Distillery Limited, the Applicant / the Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement of Chitali Distillery Limited, the Transferor 3 Company and John Distilleries Limited, the Transferee Company and their respective Shareholders and Creditors be dispensed with in view of the averment made in paragraph 17 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition individually by Registered Post A.D. to all its Unsecured Creditors and also to publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi both circulated in Mumbai. The undertaking is accepted. (S.J.Kathawalla, J.) 4