1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 563 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 P N Writer and Company Private Limited (“PNW” or “the Demerged Company”) AND Writer Lifestyle Private Limited (“WLPL” or “the Resulting Company”) AND Their respective shareholders and creditors Called Summons for Directions CORAM: S.J KATHAWALLA J Date: 27th AUGUST 2010 Mr. Hemant Sethi i/b. Hemant Sethi & Co., for Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Hemant Sethi instructed by Hemant Sethi & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 18th day of August, 2010 of Mr. Yazdi Desai, Director of the Applicant Company, in support of Summons for Direction, IT IS ORDERED: P N Writer and Company Private Limited, a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 105, Dr. B. Ambedkar Road, Kalachowki, Lalbaug, Mumbai – 400033. ) ) ) ) ) …………Applicant 2 1. That convening and holding of the meeting of the Equity Shareholders of P N Writer and Company Private Limited, the Applicant Company for the purpose of considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the proposed Scheme of Arrangement between PN Writer and Company Private Limited, the Applicant/Demerged Company and Writer Lifestyle Private Limited, the Resulting Company and their respective shareholders and creditors, be dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D1” to “D2” to the Affidavit of Mr. Yazdi Desai, Director of the Applicant Company in support of the Summons for Direction. 2. That convening and holding the meeting of the Secured Creditors of P.N. Writer and Company Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between P N Writer and Company Private Limited, the Applicant /Demerged Company and Writer Lifestyle Private Limited, the Resulting Company and their respective shareholders and creditors be dispensed with in view of the averments made in paragraph sixteen of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing of the Petition by R.P.A.D upon all its Secured Creditors. The Applicant Company also undertakes to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. 3. That convening and holding the meeting of the Unsecured Creditors of P.N. Writer and Company Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement between P N Writer and Company Private Limited, the Applicant/Demerged Company and Writer Lifestyle Private Limited, the Resulting Company and their respective shareholders and creditors be dispensed with in view of the averments made in paragraph seventeen of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of hearing 3 of the Petition by R.P.A.D upon all its Unsecured Creditors. The Applicant Company also undertakes to publish the same in two local newspapers i.e. Free Press Journal, in English and Maharashtra Times, in Marathi having circulation in Mumbai. The undertaking is accepted. (S.J. KATHAWALLA J.)