IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 528 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 Composite Scheme of Arrangement and Compromise between Industrial Agencies Indage Private Limited (“IAIPL” or “the Transferor Company”) and Indage Vintners Limited (“IVL” or “the Transferee Company” or “the merged Company”) AND Their Respective Shareholders and Creditors Industrial Agencies Indage Private Limited, a company incorporated under the companies act, 1956 having its registered office at Indage House, 82, Dr. Annie Besant Road, Worli, Mumbai 400 018, Maharashtra ) ) ) ) …………… Applicant Company CALLED FOR SUMMONS FOR DIRECTION Coram: S. J. VAZIFDAR J. Date: 30th day of July, 2010 Mrs. Alpana Ghone i/b M/s. Kanga & Co., Advocate for the Applicant MINUTES OF THE ORDER UPON the Application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mrs. Alpana Ghone instructed by Kanga & Company, 1 Advocate for the Applicant Company AND UPON READING the Affidavit dated 23rd day of July, 2010 of Mr. Ranjit Chougule, Director of the Applicant Company, in support of the Summons for Direction and the exhibit therein referred to, IT IS ORDERED:- 1. THAT convening and holding of the meeting of the Equity Shareholders of Industrial Agencies Indage Private Limited, (‘the Applicant’ / ‘Transferor Company’) to consider, and if thought fit, approve, with or without modifications, the proposed Composite Scheme of Arrangement and Compromise between Industrial Agencies Indage Private Limited and Indage Vintners Limited and their 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 ‘C1 to C6’ to the Affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 10 of the Affidavit in support of Summons for Directions, hence, the question of convening and holding the meeting of Secured Creditors does not arise. 3. That the convening and holding of the meeting of the Unsecured Creditors of the Applicant Company to consider and if thought fit, approve with or without modifications, the proposed arrangement embodied in the Scheme is dispensed with in view of the consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit ‘D’ to the Affidavit in support of the Summons for Direction. To be read with the order dictated separately today. (S. J. VAZIFDAR J) 2