IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.889 OF 2009 In the matter of the Companies Act,1956 AND In the matter of Sections 391 and 394 of the Companies Act, 1956 AND In the matter of Scheme of Arrangement and Reconstruction AND In the matter of ALC India Private Limited (ALC) a private limited company incorporated under the Companies Act, 1956 and having its Registered Office at C-8, Ground Floor, Shriram Industrial Estate, G. D. Ambekar Marg, Wadala, Mumbai – 400031. AND In the matter of Topshop Exports Private Limited a private limited company incorporated under the Companies Act, 1956 and having its Registered Office at 1 13, Shri Niketan, 16,Vitthalbhai Road, Vile Parle(W), Mumbai – 400056 AND In the matter of Khyati Realtors Private Limited (KRPL) a company incorporated under the Companies Act, 1956 having its Registered Office at 301, Manek Bhuvan, Plot No. 68, 1st Lane Hindu Colony, Dadar (E) Mumbai – 400014. AND Demerger / Spin off of the Fee Based Business Undertaking of ALC India Private Limited as a going concern to Khyati Realtors Private Limited (KRPL) and merger of Topshop Exports Private Limited as a going concern with Khyati Realtors Private Limited (KRPL) ALC INDIA PRIVATE LIMITED ) A Company registered under the ) Companies Act, 1956 having its ) Registered Office at A-14, 1st Floor, ) Shriram Industrial Estate, ) G. D. Ambekar Marg, Wadala, ) Mumbai – 400031 in the state of ) Maharashtra. ) …Applicant 2 Coram: S. J. Kathawalla, J Date : 4th September, 2009 Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., Advocate for Applicants. MINUTES OF ORDER UPON the Application of the Applicant abovenamed by a Summons for Direction AND UPON HEARING Mr. Sanjay Udeshi i/b M/s. Sanjay Udeshi & Co., for Applicant, AND UPON READING the Affidavit dated 6th July, 2009 of Mr. Balwant Jain, Director of the Applicant Company in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED: - 1. That the meeting of the Equity Shareholders of ALC INDIA PRIVATE LIMITED, the Applicant Company be convened and held at A-14, 1st Floor, Shriram Industrial Estate, G. D. Ambekar Marg, Wadala, Mumbai – 400031 on Thursday, the 1st day of October, 2009 at 11.00 A.M., for the purpose of considering and if thought fit, approving, with or without modification, the Scheme of Arrangement and Reconstruction and in the matter of Demerger / Spin off of the Fee Based Business Undertaking of ALC India Private Limited the 3 Applicant/ Transferor No.1 Company as a going concern to Khyati Realtors Private Limited (KRPL), the Transferee Company and merger of Topshop Exports Private Limited, the Transferor No.2 Company as a going concern with Khyati Realtors Private Limited (KRPL), the Transferee Company and their respective Shareholders and Creditors; 2. That at least 21 clear days before the meeting of the Equity Shareholders 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 and statement required to be 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 the Free Press Journal, in English and Maharashtra Times in Marathi, both circulated at Mumbai. Publication in Maharashtra Government Gazette is dispensed with. 3. That at least 21 clear days before the said meeting of the Equity Shareholders of the Applicant Company, to be held as 4 aforesaid, a notice convening the said meeting, at the place and time aforesaid, together with a copy of the Scheme, 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 Equity Shareholders of the Applicant Company at their respective registered or last known address. 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 - a) issue Notice convening meeting of the Shareholders as per Form No.36 (Rule 73) b) issue form of proxy as per Proxy as per Form No.37 (Rule 73) c) advertise the Notice convening meeting as per Form No.38 (Rule 74) 5 d) issue Statement containing all the particulars as per Section 393 of the Companies Act, 1956; The Undertaking is accepted 5. That Mr. Harshwardhan Roongta, the Chairman, of the Applicant Company, failing him, Mr. Balwant Jain, Director of the Applicant Company shall be the Chairman of the aforesaid meeting to be held at A-14, 1st Floor, Shriram Industrial Estate, G. D. Ambekar Marg, Wadala, Mumbai – 400031 on Thursday, the 1st day of October, 2009 at 11.00 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. The Chairman shall have all power under the Article of Association of the Company and under the Company (Court) Rules, 1959 in relation to conduct of the meeting including the deciding procedural question that may arise at the meeting or at any adjournment thereof or any other matter including amendment to the Scheme / resolution if any, proposed at the meeting by any person(s). 6 7. That the quorum of the aforesaid meeting of the Equity Shareholders shall be 3 (three) members, present in the person. 8. That voting by proxy/authorized representative be permitted, provided that 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 A- 14, 1st Floor, Shriram Industrial Estate, G. D. Ambekar Marg, Wadala, Mumbai – 400031 on Thursday, the 1st day of October, 2009 at 11.00 A.M., not later than 48 hours before the aforesaid meeting, as provided under Rule 70 of the Company (Court) Rules, 1959. 9. That the value of shares of each member shall be in accordance with the register/books of the Applicant Company and where the entries in the register/books are disputed, the Chairman shall determine the value for the purpose of the aforesaid meeting and his decision in that behalf would be final. 7 10.The Chairman do report to this Hon’ble 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. 11.There are no Preference Shareholders nor Secured Creditors nor Unsecured Creditors of the Applicant Company, as mentioned in paragraph 22 of Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meetings of Preference Shareholders, Secured Creditors or Unsecured Creditors does not arise. COMPANY JUDGE 8