IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY SUMMONS FOR DIRECTIONS NO. 683 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 Scheme of Arrangement of Chitali Distillery Limited (“First Transferor Company”) AND Chateau De Banyan Limited (“Second Transferor Company”) AND John Metal Closures & Allied Products Private Limited (“Third Transferor Company ”) AND John Distilleries Limited (“Transferee Company”). AND their respective Shareholders CHITALI DISTILLERY LIMITED, a company incorporated under the provisions of Companies Act, 1956 having its registered office at Chitali, Taluka Rahata, Ahmednagar, Maharashtra – 413 723. ) ) ) ) ) )Applicant Company/ First Transferor Company Called for Summons for Direction Coram: S. J. Kathawalla, J Date: 15th October, 2010 Mr. Rajesh Shah i/b M/s Rajesh Shah & Co., Advocates for the Applicant 1 MINUTES OF THE ORDER UPON the application of the Applicant Company above named by a Summons for Direction AND UPON HEARING Mr. Rajesh Shah instructed by Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 11th October, 2010 of Mr. Madhsudhan P, Authorised Signatory of the Applicant Company, in support of Summons for Direction, and the Exhibits therein referred to, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Chitali Distillery Limited, the Applicant / First Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement of Chitali Distillery Limited and Chateau De Banyan Limited and John Metal Closures & Allied Products Private Limited with John Distilleries Limited and their respective shareholders (hereinafter referred to as “the Scheme of Arrangement”), is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibits ‘O1’ to ‘O7’ to the affidavit in support of the Summons for Direction. 2) That there are no Secured Creditors of Chitali Distillery Limited, the Applicant Company/ First Transferor Company, as mentioned in paragraph 23 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. 2 3) That convening and holding of the meeting of the Unsecured Creditors of Chitali Distillery Limited, the Applicant / First Transferor Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Arrangement of Chitali Distillery Limited and Chateau De Banyan Limited and John Metal Closures & Allied Products Private Limited with John Distilleries Limited and their respective shareholders is dispensed with in view of the averments made in paragraph 24 of the affidavit in support of the Summons for Direction. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post A.D. upon all its Unsecured Creditors. The Applicant Company also undertakes to publish the same in one issue each of ‘Indian Express’, in English language and ‘Lokmat’, in Marathi language both circulated in Ahmednagar. The said undertaking is accepted. (S.J. Kathawalla, J.) 3