1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 659 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 between Pantaloon Retail (India) Limited And Future Value Retail Limited And their respective Shareholders. FUTURE VALUE RETAIL 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: 1st October, 2010 Mrs. Alpna Gone i/b. Hemant Sethi & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mrs. Alpna Gone 2 instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 24th day of September, 2010 of Mr. Vimal Dhruve, Authorised Signatory of the Applicant Company, in support of Company Summons for Direction and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Future Value Retail 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 Pantaloon Retail (India) Limited, the Transferor Company and Future Value Retail Limited, the Applicant/Transferee Company and their respective Shareholders (Scheme) is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘H1’ to ‘H8’ to the Affidavit in support of Summons for Direction. 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 Pantaloon Retail (India) Limited, the Transferor Company and Future Value Retail Limited, the Transferee Company and their respective Shareholders is 3 dispensed with in view of the averments made in paragraph 16 of the affidavit in support of Company Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all Secured Creditors. The Applicant Company also undertakes to publish the same in one issue each of ‘Free Press Journal’ 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 Pantaloon Retail (India) Limited, the Transferor Company and Future Value Retail Limited, the Transferee Company and their respective Shareholders is dispensed with in view of the averment made in paragraph 17 of the affidavit in support of the Summons for Direction. 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. 5,00,000/- lacs 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 4 language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. (S. J. Kathawalla J.)