IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 339 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 MALL MANAGEMENT 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 Mall Management 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 2. There are no Secured Creditors in Future Mall Management Limited, the Applicant Company, as mentioned in paragraph (21) of the Affidavit in 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 Mall Management 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 consent given by the sole Unsecured Creditor of the Applicant Company, which is annexed as Exhibit I’ to the Affidavit in support of Summons for Directions. 4. That in view of the averment made in paragraph 23 of the Affidavit in support of the Summons for Direction stating that the reduction of the Equity Share Capital shall be effected as a part of 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 and that the same does 3 not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital, the procedure prescribed under section 101(2) of the Companies Act, 1956 is dispensed with. The Applicant Company undertakes to pass the Special Resolution in the Extra Ordinary General Meeting of Members for reduction of Equity Share Capital under section 78 read with section 100 to 103 of the Companies Act, 1956 before filing the Company Petition for sanctioning the Scheme. The undertaking is accepted. (S. J. Kathawalla J.) 4