1 IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.1468 OF 2008 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 malgamation of Alltime Mercantile Company Private Limited (‘the First Transferor Company’) and Bigdeal Mercantile Private Limited (‘the Second Transferor Company’) and Newzone Mercantile Company Private Limited (‘the Third Transferor Company’) and Superplaza Mercantile Company Private Limited (‘the Fourth Transferor Company’) with Topstar Mercantile Private Limited (‘the Transferee Company’) and their respective shareholders and creditors. TOPSTAR MERCANTILE PRIVATE LIMITED, ) a company incorporated under the Companies ) Act, 1956 having its registered office at Peninsula) Spenta Mathuradas Mills Compound, Senapati ) Bapat Marg, Lower Parel, Mumbai - 400 013. ) …Applicant Company Called Summons for Direction 2 Coram: A. M. KHANWILKAR, J Date: 17th day of October, 2008 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for 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 Rajesh Shah & Co., Advocates for the Applicant Company, AND UPON READING the Affidavit dated 10th day of October, 2008 of Mr. V Hariharan, the Authorised Signatory (Power of Attorney Holder of Mr. Harshvardhan A Piramal, Director of the Applicant Company) of the Applicant Company, in support of Summons for Directions, IT IS ORDERED: 1) That convening and holding the meeting of the Equity Shareholders of Topstar Mercantile Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Alltime Mercantile Company Private Limited and Bigdeal Mercantile Private Limited and Newzone Mercantile Company Private Limited and Superplaza Mercantile Company Private Limited with Topstar Mercantile Private Limited and their respective shareholders and creditors is dispensed with in view of the consent given by the Equity Shareholders of the Applicant Company, which are annexed as Exhibit M and M3 of 3 the affidavit in support of summon for directions. 2) There are no Secured Creditors of Topstar Mercantile Private Limited, the Applicant Company, as mentioned in paragraph 32 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 Creditor of Topstar Mercantile Company Private Limited, the Applicant Company, to consider and, if thought fit, approve, with or without modifications, the proposed Scheme of Amalgamation of Alltime Mercantile Company Private Limited and Bigdeal Mercantile Private Limited and Newzone Mercantile Company Private Limited and Superplaza Mercantile Company Private Limited with Topstar Mercantile Private Limited 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 O and averment made in paragraph 33 of the affidavit in support of Summon for Direction. Company Judge