IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO. 1635 OF 2008 Called Summons for Direction In the matter of the Companies Act, 1956 (1 of 1956); AND In the matter of Sections 391 to 394 read with Section 78, 100 to 103 of the Companies Act, 1956; AND In the matter of Scheme of Arrangement between Fashions Brands (India) Private Limited (‘Demerged Company’) AND Major Brands (India) Private Limited (‘Resulting Company’) AND their respective shareholders MAJOR BRANDS (INDIA) PRIVATE LIMITED , a company incorporated under Companies Act, 1956 and having its registered office at 402-A Poonam Chambers, Dr A B Road, Worli, Mumbai 400018. ) ) ) ) ……Applicant Company Coram: A M Khanwilkar J Date: 12 th December, 2008 Mr. Rajesh Shah i/b. Rajesh Shah & Co., for 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 5th day of December, 2008 of Mr. Nilesh Unadkat, the Accounts & Statutory Compliance Manager 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 Major Brands (India) Private Limited, the Applicant Company, for the purpose of considering and, if thought fit, approving, with or without modification, the proposed Arrangement embodied in the Scheme of Arrangement between Fashions Brands (India) Private Limited (“the Demerged Company” or “FBPL”)and Major Brands (India) Private Limited (“the Applicant Company” or “the Resulting Company” or “MBPL”) and their respective shareholders, is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company, which are annexed as Exhibit G1 to G3 to the affidavit in support of the Summons for Directions. 2. There are no Secured Creditors of the Applicant Company as mentioned in paragraph 16 of the Affidavit in support of Summons for Direction. Hence, question of convening and holding the meeting of Secured Creditors does not arise. 3. 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 Fashions Brands (India) Private Limited and Major Brands (India) Private Limited and their respective shareholders is dispensed with in view of the averment made in paragraph 17 of the affidavit in support of the Summons for Directions. The Applicant Company undertakes to serve individual notice of the hearing of the Petition by Registered Post Acknowledge Delivery (R.P.A.D) to all its Unsecured Creditors and also publish the same in Free Press Journal, in English and Maharashtra Times, in Marathi. The said undertaking is accepted. 4. That the Applicant Company having passed the Special Resolution at the Extra Ordinary General Meeting of the Equity Shareholders of the Applicant Company held on 15th day of November, 2008 and in view of the averment made in paragraph 18 & Paragraph 19 of the Affidavit dated the 5th day of December, 2008 of Mr.Nilesh Unadkat that the utilization of Securities Premium Account of the Applicant Company does not involve either diminution of liability in respect of unpaid share capital or payment to any shareholder of any paid up share capital and that the interest of the creditors of the Applicant Company are not affected by such reduction, the provisions of and the procedure prescribed under section 101(2) of the Companies Act, 1956 is not required and is dispensed with. Company Judge