IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 340 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with sections 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement Between Pantaloon Retail (India) Limited (‘PRIL or ‘the Demerged Company’) And Future Mall Management Limited (‘FMML’ or ‘the Resulting Company No 1’) And Future Merchandising Limited (‘FML’ or ‘the Resulting Company No 2’) And their respective shareholders and creditors FUTURE MERCHANDISING 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: 7th May, 2010 Mr. Rajesh Shah i/b. Rajesh Shah & Co., Advocates for the Applicant. MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 30th day of April, 2010 of Mr. Vimal Dhruve, Authorised Signatory of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 1. That convening and holding the meeting of the Equity Shareholders of Future Merchandising 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 Demerged Company and Future Mall Management Limited, the Resulting Company No 1 and Future Merchandising Limited, the Resulting Company No 2 and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘G1’ to ‘G7’ to the Affidavit in support of Summons for Directions. 2. There are no Secured Creditors in Future Merchandising Limited, the Applicant Company, as mentioned in paragraph (21) of the Affidavit in 2 support of the Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That convening and holding the meeting of the Unsecured Creditors of Future Merchandising 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 Demerged Company and Future Mall Management Limited, the Resulting Company No 1 and Future Merchandising Limited, the Resulting Company No 2 and their respective Shareholders and Creditors is dispensed with in view of the consents given by all the Unsecured Creditors of the Applicant Company, which are annexed as Exhibit I1 and I2 to the Affidavit in support of Summons for Directions. (S. J. Kathawalla J.) 3