IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 668 OF 2011 In the matter of the Companies Act, 1956; And In the matter of Application under Sections 391 to 394, of the Companies Act, 1956; And In the matter of SABMiller Breweries Private Limited [CIN: U99999MH1995PLC138600]; And In the matter of Scheme of Arrangement between SABMiller Breweries Private Limited and SKOL Breweries Limited and their respective shareholders and creditors. SABMiller Breweries Private Limited [CIN: U99999MH1995PLC138600] a company incorporated under the Companies Act, 1956 having its registered office at Plot No. M-99, MIDC, Waluj, Aurangabad 431 136, Maharashtra ) ) ) ) …Applicant Called Summons for Direction Coram: S.C.Dharmadhikari, J. Date : 18th November, 2011 Ms Sowmya Srikrishna with Mr. Tapan Deshpande, Advocates i/b. Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant Company. MINUTES OF THE ORDER Upon the Application of the Applicant Company above named by Summons for Directions and upon hearing Ms Sowmya Srikrishna Advocate instructed by Amarchand & Mangaldas & Suresh A. Shroff & Co., Advocates for the Applicant 2 Company and upon reading the Affidavit dated 21st October, 2011 and Further Affidavit dated 15th November 2011, both of Mr. Harish I. N., an Authorized Signatory, of the Applicant Company, in Support of the Summons for Direction and the Exhibits referred therein, IT IS ORDERED: (1) That, the convening and holding meeting of the Equity Shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between SABMiller Breweries Private Limited and SKOL Breweries Limited 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 Direction and the consent given by one out of the two Equity Shareholders annexed as Exhibit “D” to the Affidavit in Support of the Company Summons for Direction. The Applicant Company undertakes to file the consent of the second equity shareholder in this Court on or before filing of the Company Scheme Petition or if the Applicant is unable to obtain the consent letter from the second Equity Shareholders, the Applicant Company undertakes to give Notice of date of hearing of the Company Scheme Petition to the said second equity shareholder and also undertakes to publish notice of date of hearing of the Company Scheme Petition, once each in Free Press Journal (Mumbai edition) in English language and in Maharashtra Times (Mumbai edition) in Marathi language. The Undertakings are accepted. (2) That, the convening and holding meeting of the preference shareholders of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement 3 between SABMiller Breweries Private Limited and SKOL Breweries Limited and their respective shareholders and creditors, is dispensed with, in view of the consent given by the Preference Shareholder of the Applicant Company which is annexed as Exhibit “A” to the Further Affidavit in Support of the Summons for Direction. (3) There are no Secured Creditors of the Applicant Company as mentioned in paragraph 18 of the Affidavit in Support of the Company Summons for Direction. Hence the question of convening and holding the meeting of the Secured Creditors of the Applicant Company does not arise. (4) That the convening and holding the meeting of the Unsecured Creditors of the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between SABMiller Breweries Private Limited and SKOL Breweries Limited and their respective shareholders and creditors, is dispensed with, in view of the averments made in paragraph 19 of the Affidavit in Support of the Summons for Direction. The Applicant Company undertakes to give individual notice of date of hearing of the Company Scheme Petition by Registered Post Acknowledgement Due to all its Unsecured Creditors. The Applicant Company also undertakes to publish notice of date of hearing of the Company Scheme Petition, once each in Free Press Journal (Mumbai edition) in English language and in Maharashtra Times (Mumbai edition) in Marathi language. The Undertakings are accepted. (S. C. Dharmadhikari, J.)