IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 317 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Home Solutions Retail (India) Limited (‘HSRIL’ or ‘the Transferor Company’) and Pantaloon Retail (India) Limited (‘PRIL’ or ‘the Transferee Company’) and their respective Shareholders and Creditors HOME SOLUTIONS RETAIL (INDIA) LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its Registered Office at Knowledge House, Shyam Nagar, Off Jogeshwari- Vikhroli Link Road, Jogeshwari (East), Mumbai - 400 060. ) ) ) ) ) ) ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. J. Kathawalla J. Date: 30th April, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. 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 23rd day of April, 2010 of Mr. Virendra Samani, Company Secretary of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Home Solutions Retail (India) Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification(s), the proposed arrangement embodied in the Scheme of Arrangement between Home Solutions Retail (India) Limited, the Transferor Company and Pantaloon Retail 2 (India) Limited, ‘the Transferee Company’) and their respective Shareholders and Creditors (‘the Scheme’ or ‘this Scheme’) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘D1’ to ‘D8’ to the Affidavit in support of Summons for Directions. 2. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Home Solutions Retail (India) Limited , the Transferor Company and Pantaloon Retail (India) Limited , the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the averments 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 by R.P.A.D. to all its Secured Creditors. The Applicant Company also undertakes to publish the same in one issue each of ‘Free Press Journal’ 3 in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Home Solutions Retail (India) Limited , the Transferor Company and Pantaloon Retail (India) Limited , the Transferee Company and their respective Shareholders and Creditors is 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 by R.P.A.D. to those Unsecured Creditors having an outstanding balance of Rs. 1 Lac or more. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi 4 language, both circulated in Mumbai. The said undertaking is accepted. 4. That in view of the averment made in paragraph18 of the Affidavit in support of the Summons for Direction stating that cancellation of the Equity Share Capital shall be effected as a part of the Scheme of Arrangement and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the Extra Ordinary General meeting of Equity Shareholders under sections 78, 100 to 103 of the Companies Act, 1956 before filing the Company Petition for sanctioning the Scheme. The undertaking is accepted. 5. That in view of the averments made in paragraph 19 of the Affidavit in support of the Summons for Direction stating 5 that the reduction of the Securities Premium Account shall be effected as a part of the Scheme of Arrangement and that the same does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under Section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the Extra Ordinary General meeting of its Equity Shareholders for utilization of balance in Share Premium Account under section 78 read with section 100 to 103 of the Companies Act, 1956 before filing the Company Petition for sanctioning the Scheme. The undertaking is accepted. (S. J. Kathawalla J.) 6