IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.891 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 1 Registered Office at 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) 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 in the state of ) Maharashtra. ) …Applicant 2 Coram: S. J. Kathawalla, J Date : 28th August, 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. Nilesh Gandhi, Director of the Applicant Company in support of the Summons for Direction and the Exhibit therein referred to, IT IS ORDERED: - 1. That convening and holding the meeting of the Equity Shareholders of the Applicant Company, 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 Transferor No.1 Company as a going concern to Khyati Realtors Private Limited (KRPL), the Applicant/ Transferee Company and merger of Topshop Exports Private Limited, the Transferor No.2 Company as a going concern with Khyati Realtors Private 3 Limited (KRPL), the Applicant/Transferee Company is dispensed with in view of the consents given by both the Equity Shareholders of the Applicant Company as per the original letters of Consent annexed as Exhibit “M” to the Affidavit in support of Summons for Direction. 2. That convening and holding the meeting of the only one Secured Creditors of the Applicant Company, 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 Transferor No.1 Company as a going concern to Khyati Realtors Private Limited (KRPL), the Applicant/ 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 Applicant/Transferee Company is dispensed with in view of averment made in paragraph 27 of the Affidavit in support of the Summons for Directions. The Applicant Company undertakes to issue individual notice of date of hearing of the Petition by R.P.A.D. to the said Secured creditor. The undertaking is accepted. 4 3. That convening and holding the meeting of the Unsecured Creditors of the Applicant Company, 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 Transferor No.1 Company as a going concern to Khyati Realtors Private Limited (KRPL), the Applicant/ 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 Applicant/Transferee Company is dispensed with in view of the consent given by 87.05% in number more than 78% in value of the Unsecured Creditors which are annexed as Exhibits P to P13 in support of Summons for Directions. The Applicant undertaken to issue individual notice of date of hearing of the Petition by R.P.A.D. to the remaining Unsecured creditor whose consent are not obtained. The undertaking is accepted. COMPANY JUDGE 5