IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 371 OF 2010 In the matter of the Companies Act, 1956 AND In the matter of application under Sections 391 to section 394 of the Companies Act, 1956 AND In the matter of FAMY CARE LIMITED AND In the matter of; SCHEME OF ARRANGEMENT BETWEEN FAMY CARE LIMITED … Demerged Company AND FAMY ENERGY PRIVATE LIMITED …… Resulting Company For demerger and transfer of Investment & Trading (Fabrics) division of Famy Care Limited into Famy Energy Private Limited FAMY CARE LIMITED a company incorporated under the provisions of The Companies Act, 1956 and having it’s registered office at Brady House, 3rd floor, 12/14 Veer Nariman Road, Fort, Mumbai 400001 ……………Applicant / Demerged Company Called Summons for Directions CORAM: S.J. Vazifdar, J. Date : 11th June, 2010 Mr. Yahya Ghoghari i/b. M/s. Thakore Jariwala & Associates, Advocates for Applicant 2 MINUTES OF THE ORDER UPON the application of FAMY CARE LIMITED, the Applicant above named by Summons for Direction AND UPON hearing Mr. Yahya Ghoghari, Advocate for the Applicant Company and upon reading the Affidavit dated 4th June, 2010 of Mr. Haresh Raithatha, Authorised Signatory of the Applicant Company in support of Summons for Direction and the Exhibits therein referred to (Exhibit ‘H’ being a copy of the Proposed Scheme of Arrangement), IT IS ORDERED:- 1. That convening and holding of the Meeting of the Equity Shareholders, of the Applicant / Demerged Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement for demerger of Investment & Trading (Fabrics) division of FAMY CARE LIMITED, Demerged Company into FAMY ENERGY PRIVATE LIMITED, Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits “D-1 to D- 10” to the Affidavit-in-support of the Summons for Direction. 2. That convening and holding of the Meeting of the Secured Creditors, of the Applicant / Demerged Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement for demerger of Investment & Trading (Fabrics) division of FAMY CARE LIMITED, Demerged Company into FAMY ENERGY PRIVATE LIMITED, Resulting Company is dispensed with in view of the consents given by all the Secured 3 Creditors of the Applicant Company, which are annexed as Exhibits “E- 1 to E-3” to the Affidavit-in-support of the Summons for Direction. 3. That convening and holding of the Meeting of the Unsecured Creditors, of the Applicant / Demerged Company, for the purpose of Considering and, if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement for demerger of Investment & Trading (Fabrics) division of FAMY CARE LIMITED, Demerged Company into FAMY ENERGY PRIVATE LIMITED, Resulting Company is dispensed with in view of the averments made in paragraph 32 of the Affidavit-in-support of the Summons for Direction and in view of the consents given by 27 out of 575 of the total Unsecured Creditors of the Applicant Company, which are annexed as Exhibits “G-1 to G- 4, G-6 to G- 10, G-12 to G- 18, G-20 to G- 30,” to the Affidavit-in-support of the Summons for Direction. The Applicant undertakes to give individual notice of date of hearing of Petition by Registered Post A. D. to its remaining Unsecured Creditors, whose consents are not obtained. The said Undertaking is accepted. (S.J. Vazifdar, J.)