1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 325 OF 2011 In the matter of the Companies Act, 1956; -And- In the matter of Sections 391 to 394 of the Companies Act, 1956; -And- In the matter of the Scheme of Arrangement among (1) Reliance Retail Limited (Holding Company) AND (2) Reliance Agri Products Distribution Limited, (3) Reliance Food Processing Solutions Limited, (4) Reliance Home Store Limited, (5) Reliance Hypermart Limited, (6) Reliance Integrated Agri Solutions Limited, (7) Reliance Lifestyle Holdings Limited, (8) Reliance Supply Chain Solutions Limited, (9) Reliance Wellness Limited, (10) Retail Concepts & Services (India) Limited (Transferor/Demerged Companies) AND (11) Reliance Fresh Limited (Transferee/Resulting Company) Retail Concepts & Services (India) Limited, ) a company incorporated under the Companies Act, ) 1956 and having its registered office at ) Reliance Corporate Park, Building No. 4, ) Ground Floor, „C‟ Wing, Thane-Belapur Road, ) Ghansoli, Navi Mumbai – 400 701 ) …Applicant Company CALLED SUMMONS FOR DIRECTION Coram : S.J. Vazifdar, J. Date : 6th May, 2011 Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company. 2 MINUTES OF THE ORDER Upon the Application of the Applicant Company abovenamed by a Summons for Direction and UPON HEARING Mr. Arif Doctor i/b M/s. Junnarkar & Associates, Advocates for the Applicant Company, AND UPON READING the Affidavit dated 31st March 2011 of Shri Hitesh Kumar Jain, Authorised Signatory of the Applicant Company in support of the Summons for Direction and the Exhibits therein referred to, IT IS ORDERED:- [1] That the convening and holding of the meeting of Equity Shareholders of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Arrangement among Reliance Retail Limited, the “Holding Company”, Reliance Agri Products Distribution Limited, Reliance Food Processing Solutions Limited, Reliance Home Store Limited, Reliance Hypermart Limited, Reliance Integrated Agri Solutions Limited, Reliance Lifestyle Holdings Limited, Reliance Supply Chain Solutions Limited, Reliance Wellness Limited and Retail Concepts & Services (India) Limited, the “Transferor” / “Demerged Companies”, and Reliance Fresh Limited, the “Transferee” / “Resulting Company” is dispensed with in view of the Applicant Company having obtained the consents in writing of all its Equity Shareholders, which are annexed as Exhibits “B2” to Exhibit “B8” to the Affidavit in Support of the Summons for Direction. [2] That the question of convening and holding the meeting of Preference Shareholders does not arise in view of the Applicant Company has no Preference Shareholders, as stated in Paragraph 21 of the Affidavit in Support of the Summons for Direction. [3] That the question of convening and holding the meeting of Secured Creditors does not arise in view of the Applicant Company having no Secured Creditors, as stated in Paragraph 22 of the Affidavit in Support of the Summons for Direction. 3 [4] That the convening and holding of the meeting of Unsecured Creditors of the Applicant Company to consider and approve the arrangement embodied in the Scheme of Arrangement among Reliance Retail Limited, the “Holding Company”, Reliance Agri Products Distribution Limited, Reliance Food Processing Solutions Limited, Reliance Home Store Limited, Reliance Hypermart Limited, Reliance Integrated Agri Solutions Limited, Reliance Lifestyle Holdings Limited, Reliance Supply Chain Solutions Limited, Reliance Wellness Limited and Retail Concepts & Services (India) Limited, the “Transferor” / “Demerged Companies” and Reliance Fresh Limited, the “Transferee” / “Resulting Company” is dispensed with in view of the Applicant Company having obtained the consents in writing of its 2 (two) Unsecured Creditors, from which it has obtained unsecured loans, which are annexed as Exhibit “C1” and Exhibit “C2” to the Affidavit in support of the Summons for Directions, and in view of the averments made by the Applicant Company in Paragraph 23 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to give individual notice by Registered Post A/D to all its trade creditors having claims of Rs. 50,000/- and more prior to the hearing of the Petition. The undertaking is accepted. Written notice to trade creditors having claims less than Rs. 50,000/- is dispensed with. (S.J. Vazifdar, J.)