IN THE HIGH COURT OF JUDICATURE AT BOMBAY ORDINARY ORIGINAL CIVIL JURISDICTION COMPANY APPLICATION NO.890 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) Topshop Exports Private Limited ) a private limited company incorporated ) under the Companies Act, 1956 and ) having its Registered Office at ) 13, Shri Niketan, 16,Vitthalbhai Road, ) Vile Parle (W), Mumbai – 400056 ) 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. Yogesh Parekh, 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 Transferee Company and merger of Topshop Exports Private Limited, Applicant/the 3 Transferor No.2 Company as a going concern with Khyati Realtors Private Limited (KRPL), the Transferee Company is dispensed with in view of the consents given by all the Equity Shareholders of the Applicant Company as per the original letters of Consent annexed as Exhibit “D” to “D-10” to the Affidavit in support of Summons for Direction. 2. There are no Preference Shareholders nor Secured Creditors nor Unsecured Creditors of the Applicant Company, as mentioned in paragraph 23 of Affidavit in support of Summons for Directions. Hence, the question of convening and holding the meeting of Preference Shareholders, Secured Creditors and Unsecured Creditors does not arise. COMPANY JUDGE 4