IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 25 OF 2010. In the matter of the Companies Act 1 of 1956); AND In the matter of Section 391 to 394 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Sanman Distributors Private Limited and Luminary Properties Private Limited and their respective Shareholders. SANMAN DISTRIBUTORS PRIVATE LIMITED, a company incorporated under the Companies Act, 1956 having its registered office at 394-C Lamington Chambers, Lamington Road, Mumbai – 400 004. ) ) ) ) ) ) …Applicant Company. Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 15th January, 2010 Mr. Rajesh Shah i/b M/s. Rajesh Shah & Co., for the Applicant MINUTES OF THE ORDER UPON the application of the Applicant Company abovenamed by a Summons for Directions AND UPON HEARING Mr. Rajesh Shah instructed by M/s. Rajesh Shah & Co., Advocate for the Applicant Company, AND UPON READING the Affidavit dated 6th day of 1 January, 2010 of Mr. P. R. Pandya, Director of the Applicant Company, in support of the Summons for Directions IT IS ORDERED 1. That the convening and holding of the meeting of the Equity Shareholders of the Applicant Company to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between SANMAN DISTRIBUTORS PRIVATE LIMITED, the Applicant / Demerged Company and LUMINARY PROPERTIES PRIVATE LIMITED, the Resulting Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as on date, which are annexed as Exhibits “B-1” to “B-4” to the affidavit in support of the Summons for Direction. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 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 the meeting of the Unsecured Creditors of the Applicant Company, to consider and approve the proposed Arrangement embodied in the Scheme of Arrangement between SANMAN DISTRIBUTORS PRIVATE LIMITED, the Applicant / Demerged Company and LUMINARY PROPERTIES PRIVATE LIMITED, the Resulting Company is dispensed with in view of the consents given by the 2 Unsecured Creditor of the Applicant Company, which is annexed as Exhibits “C-1” to “C-4” to the affidavit in support of the Summons for Direction. (S. J. Kathawalla, J) 3