1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 708 OF 2011 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Sections 78, 80, 100 to 104 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between VVF Limited ( “the Demerged Company”) and VVF (India) Limited (“the Resulting Company”) and their respective shareholders VVF (INDIA) LIMITED, a Company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 109, Opp. Sion Fort Garden, Sion (East), Mumbai, Maharashtra 400022. ) ) ) ) ) ) ……..Applicant Company Called Summons for Direction Coram: S. C. Dharmadhikari, J Date: 2nd December, 2011 Mr. Rajesh Shah i/b. M/s.Rajesh Shah & 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 Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 16th November, 2011 of Mr. Mohan Sonar, Authorised Signatory 2 of the Applicant Company, in support of Summons for Direction and the exhibits referred to therein, IT IS ORDERED: 1. That convening and holding of the meeting of the Equity Shareholders of the Applicant Company, to consider and, if thought fit, approve, with or without modification(s), the proposed Scheme of Arrangement between VVF Limited, the Demerged Company and VVF (India) Limited, the Resulting Company and their respective shareholders is dispensed with in view of the consents given by all the shareholders of the Applicant Company which are annexed as Exhibits ‘H1’ to ‘H7’ to the Affidavit in support of the Summons for Direction. 2. That there are no Secured Creditors in the Applicant Company, as stated in paragraph 12 of the Affidavit in support of the Summons for Direction. Hence, the question of convening and holding of the meeting of Secured Creditors does not arise. 3. That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company to consider and approve the proposed Scheme of Arrangement between VVF Limited, ‘the Demerged Company and VVF (India) Limited, the Resulting Company and their respective shareholders is dispensed with in view of the of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibits ‘J’ to the Affidavit in support of the Summons for Direction. (S. C. Dharmadhikari, J)