THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTION NO. 318 OF 2010 In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with section 78 and 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Home Solutions Retail (India) Limited (‘HSRIL’ or ‘the Transferor Company’) and Pantaloon Retail (India) Limited (‘PRIL’ or ‘the Transferee Company’) and Their respective Shareholders and Creditors PANTALOON RETAIL (INDIA) 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: 30th April, 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 23 day of April, 2010 of Mr. Deepak Tanna, Company Secretary of the Applicant Company, in support of Summons for Directions and the Exhibits therein referred to, IT IS ORDERED: 2 1. That a Meeting of the Members of Pantaloon Retail (India) Limited, the Applicant Company comprising of the Equity Shareholders and Class B Series 1 Shareholders, be convened and held at Y. B. Chavan Centre, Gen. Jagannath Bhosale Marg, Mumbai 400021 on Thursday, 10th day of June, 2010 at 10.00 a.m., 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 Home Solutions Retail (India) Limited, the Transferor Company and Pantaloon Retail (India) Limited , the Transferee Company and their respective Shareholders and Creditors. 2. That at least 21 clear days before the respective Meeting of the Members of the Applicant Company to be held as aforesaid, a notice convening the said Meeting, at the place and time aforesaid and stating that copies of the Scheme of Arrangement and the statement required to be 3 furnished pursuant to Section 393 of the Companies Act, 1956 and form of Proxy can be obtained free of charge at the Registered Office of the Applicant Company as aforesaid and/or at the office of its advocates, shall be published once each in ‘Free Press Journal’ in English and ‘Maharashtra Times’ in Marathi, both circulated at Mumbai. 3. That, in addition, at least 21 clear days before the said meeting of the Members of the Applicant Company, to be held as aforesaid, a notice convening the said Meeting at the place and time aforesaid, together with a copy of the Scheme of Arrangement, a copy of the statement required to be sent under Section 393 and the prescribed form of proxy, shall be sent by pre-paid letter posted under Certificate of Posting addressed to each of the Members of the Applicant Company comprising of the Equity Shareholders and Class B Series 1 Shareholders at their respective registered or last known addresses. 4 4. That the settling and approving of the form of advertisement, form of proxy, the form of notice, the Statement required to be furnished pursuant to Section 393 of the Companies Act,1956 to accompany the notice, by the Company Registrar of this Court is dispensed with. The Applicant Company undertakes to: i. issue Notices convening meeting of the Members comprising of the Equity Shareholders and Class B Series 1 Shareholders as per Form No. 36 (Rule 73) ii. issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; iii. issue Form of Proxy as per Form No. 37 (Rule 73) iv. advertise the Notice convening meeting as per Form No. 38 (Rule 74) The undertaking is accepted. 5 5. That Mr. Shailesh Haribhakti, Chairman of the Applicant Company, and failing him, Mr. Kishore Biyani, Managing Director of the Applicant Company, and failing him, Mr. Vijay Biyani, Wholetime Director of the Applicant Company, shall be the Chairman of the aforesaid Meeting of the Members to be held at Y. B. Chavan Centre, Gen. Jagannath Bhosale Marg, Mumbai 400021 on Thursday, 10th day of June, 2010 at 10.00 a.m. or any adjournment or adjournments thereof. 6. That the Chairman appointed for the aforesaid Meeting do issue the advertisement and send out the notices of the Meeting referred to above. 7. That the quorum for the aforesaid meeting of the Members shall be five (5) members present in person. 6 8. That voting by proxy/ authorised representative be permitted, provided that a proxy in the prescribed form/ authorisation duly signed by the person entitled to attend and vote at the meeting, is filed with the Applicant Company at its Registered Office at Knowledge House, Shyam Nagar, Off Jogeshwari-Vikhroli Link Road, Jogeshwari (East), Mumbai - 400 060, not later than, 48 hours before the aforesaid Meeting. 9. That the voting in respect of the Equity Shareholders shall be one vote per one equity share held by the Equity Shareholder and that in respect of the Class B Shareholders shall be one vote per ten Class B shares (Series 1) held by the Class B Shareholder. 10. That the value of the share of each member shall be in accordance with the books/ register of the Applicant Company and where the entries in the books/ register are 7 disputed, the Chairman of the respective meeting shall determine the value for the purpose of the aforesaid Meeting and his decision in that behalf would be final. 11. That the Chairman of the meeting to report to this Court, the result of the aforesaid meeting within 30 days of the conclusion of the meeting, and the said report shall be verified by his Affidavit. 12. That the convening and holding the Meeting of the Secured Creditors of the Applicant Company to consider and approve the proposed arrangement embodied in the Scheme of Arrangement between Home Solutions Retail (India) Limited , the Transferor Company and Pantaloon Retail (India) Limited , the Transferee Company 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 Directions. The 8 Applicant Company undertakes to serve individual notice of the hearing of the Petition by R.P.A.D. to all its Secured Creditors. The Applicant Company also undertakes to publish the same in one issue each of ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in the Marathi language, both circulated in Mumbai. The said undertaking is accepted. 13. 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 Home Solutions Retail (India) Limited , the Transferor Company and Pantaloon Retail (India) Limited , the Transferee Company and their respective Shareholders and Creditors is dispensed with in view of the averments made in paragraph 20 of the affidavit dated in support of the Summons for Directions. The Applicant Company undertakes to serve individual 9 notice of the hearing of the petition by R.P.A.D. to those Unsecured Creditors having an outstanding balance of Rs. 1,00,000/- or more. The Applicant Company also undertakes to publish the notice of hearing of the petition in one issue each of a daily newspaper viz ‘Free Press Journal’ in English language and ‘Maharashtra Times’ in Marathi language, both circulated in Mumbai. The said undertaking is accepted. 14. That in view of the averments made in paragraph 21 of the Affidavit in support of the Summons for Direction stating that the reduction of the Securities Premium Account shall be effected as a part of the Scheme of Arrangement and that the same does 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 10 undertakes to pass the Special Resolutions in the Extra Ordinary General Meeting of Members (Comprising of Equity shareholders and Class B Series 1 Shareholders) for utilization of balance in Share Premium Account under section 78 read with section 100 of the Companies Act, 1956 before filing the Company Petition for sanctioning the Scheme. The undertaking is accepted. (S. J. Kathawalla J.) 11